


Little Moments: Rebooted

by Ericobard, shadows59



Series: Little Moments [2]
Category: Ben 10 Series
Genre: Bullying, F/M, Family is Drama, Growing Up is Hard, Little Moments Continuity, No Anodites, No proofreading we die like mne, Only the Original Series Counts, Podfic Welcome, Speed Readers' Mileage May Vary, The Plumbers are on the side of the Angels, kissing cousins, long burn
Language: English
Status: In-Progress
Published: 2019-05-03
Updated: 2019-09-08
Packaged: 2020-02-16 14:10:37
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 18
Words: 294,068
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/18693106
Author URL: https://archiveofourown.org/users/Ericobard/pseuds/Ericobard, https://archiveofourown.org/users/shadows59/pseuds/shadows59
Summary: The summer is over, they're not. As the pressure of real life and heroing builds, Ben and Gwen turn to each other more and more. Eventual Bwen. Rewritten in 2019





	1. Back to Earth

**Author's Note:**

> Disclaimer: Ben 10 is owned by Man of Action and Cartoon Network.
> 
> Note 1: I know that it’s been a long time since I worked on this story, but I’ve never been able to forget about it. I know that everyone is waiting for the next chapter of Breaking Point and I’ve tried to work on it again and again, but I could never shake the feeling that there was more that I had to say in Little Moments. As most of you know, this story started out as a bridge between the OS and AF and that only changed when I finished the original version thanks to the feedback I got. 
> 
> Now, I loved Breaking Point and I think it works a lot better without the time skip, but there were a lot of things that I needed to set up in LM for it that I never did. That and the one thing that I never liked about this show was how small it felt. Ben had the most powerful weapon in the galaxy and the show never dealt with anything but three people being heroes. I wanted to fix that, too. 
> 
> I always said that Ben and Gwen turned to each other because of real life, so now I’m going to show that. I will get back to Breaking Point, but you’re going to get the big Christmas fight between their families and their birthday party after the big kiss now and more because I’ve redone almost every chapter. I hope that you all enjoy it and I want to thank you for your patience over these years as I tried to figure this story out. 
> 
> I’m keeping the original version of Little Moments on the site because you all love it so much and so I don’t lose all the reviews that you’ve given it, so keep an eye out for the new version, Little Moments Rebooted starting on Friday and continuing every Friday after. 
> 
> Thank you all and I hope that you enjoy the new version just as much. 
> 
> Note 2: This never would have happened without my co-writer Ericobard and his constant encouragement with being a sounding board and the stories he wrote to get me off of my butt. I know that most of you have read his story 'Stone in the River' - https://archiveofourown.org/works/16346690 - and if you haven’t then you should, because it’s awesome and because it’s the prequel to this series now. I’m not sure if you’ve seen the sequel that he just released that continues Gwendolyn and Ben 10,000 story: 'Kiss Me Goodbye,' - https://archiveofourown.org/works/18599629 - but you should read that because it’s heartbreaking and some of the best writing I’ve ever read. 
> 
> Note 3: I’m keeping the original version of Little Moments on the site because you all love it so much and so I don’t lose all the reviews that you’ve given it, so keep an eye out for the new version, Little Moments Rebooted starting on Friday and continuing every Friday after.
> 
> Thank you all and I hope that you enjoy the new version just as much. 
> 
> Story Notes: The story starts 20 minutes after the end of Secret of the Omnitrix. Everything in the original series happened except for Gwen 10 and Goodbye and Good Riddance. I might borrow bits from the sequels and creator interviews, but the OS is king, so Gwen doesn’t have an older brother and Verdona is completely human. One of two the reasons I chose 1998 was because Max was supposed to pilot Apollo 11. If he turned just 60, then he would have been 31 for that mission . Anything later would put him in his 20’s, and that just didn’t work for me, but that’s just me. The other is so that they can ring in the millenium in style. If anyone has questions, just ask so I can give you cryptic author answers! Now, on with the show!

****

 

**Little Moments: Rebooted**

**Chapter One: Back to Earth**

_Outside of the Lone Star Mall_

_Tyler, Texas_

_August 18th, 1998_

_8:43 pm_

There was something seriously wrong with her life.

That thought kept going through her head as Gwen pushed her way through the mob of people who were determined to go the other way, which was so, so wrong. Everything her parents taught her said to go the other way, to find somewhere safe. That she would be _beyond_ grounded if they saw her now. That thought always opened up a pit in her stomach and made her grin all at the same time. That was how she knew that something was wrong. With her. With her life. With everything.

But it didn't start today.

It didn't even start three months ago when the Omnitrix fell from the sky and did what it did, even though it would have been so easy to blame that alien watch for everything, and she did some nights.

But it was just a watch.

No, Gwen _knew_ that her life went _wrong_ ten and a half years ago when her complete doofus of a cousin had been born in the maternity ward right next to hers and seven seconds after she was. She was born first, but it never seemed to matter. It always felt like she'd been chasing after Ben ever since anyway.

Today _so_ wasn't changing that pattern. It was all that Gwen could do just to make out the boy's head and the top of his t-shirt through the crowd of people between them, but she really didn't need anything more. Not because she knew the tangled mess of brown hair or the black and white of his shirt anywhere even though she did.

No, she just had to look for the one person who was running towards the disaster because it was Ben.

It was always Ben.

And there was always a disaster waiting for him, even though they'd just barely gotten back from the last one. She knew that today would be bad just by how happy the reporter sounded on the radio, but she never expected the mall to look like this. The building was huge and as dark as the night. Dark enough that it made the lights burning in the parking lot and the flashing lights over the police cruisers look all the brighter against it.

Usually she hated it when the cops got there first, because then they had to be sneaky and Ben so didn't do that. It didn't matter how many times he got them caught and chased away by people who never believed that ten-year-olds could save the day, he never gave up. He'd just scowl and find a way through. To be a hero.

He was _crazy._

She wasn't. Gwen _knew_ that she wasn't, but _someone_ had to keep an eye on the doofus and Grandpa did his best, but…

Usually they had to be sneaky, but not today.

Not when people were still trying to evacuate the mall. Not when she could see them pouring out in groups of ten or twenty people every few minutes through every door she could see. Not when the parking lot in front of the mall was _already_ packed by the people who got out before they even got there. There were so many people she couldn't see the end of the mob and Grandpa had to park the Rustbucket a block away just so they didn't run over anyone.

And Ben ran _into_ that with the same wild grin that he had when the last Sumo Slammer game came out. They were in the middle of a horde and they hadn't even gotten into the mall yet. They hadn't even found the...

The news on the radio used the Z word, but it couldn't be real. Not even _their_ summer was that weird, right?

"Ben!" Gwen screamed at the top of her lungs because she already knew the answer, and she got the same answer she'd been getting since she started chasing him. The doofus didn't even look back.

Her cousin dodged the last line of people who were all standing there and just staring at the mall by sliding across the hood of a car and it so wasn't fair. Not when she was still twenty feet behind. He seemed to melt through the people and she couldn't figure out how because no one would move for _her._ She glared at the fat man who wandered into her way and didn't even seem to notice her even as she tried to get around and muttered, "It's because I'm a _girl,_ isn't it?" through ground teeth.

It had to be. She was the one who took gymnastics and karate, not Ben, but people just moved for him. Maybe baseball wasn't as slow and boring as she thought. Not if it made him this hard to catch.

Maybe her dad was right and she _should_ look into softball next year...

"Ben!" she screamed his name again, desperately hoping that just once he'd wait, that he'd think…

He didn't stop. He didn't think. He didn't even flinch. If anything he just seemed to run faster. She didn't think he would, but just for once she was willing to give him the benefit of a doubt, that maybe he really didn't hear her. She could barely hear her even as she slid across the same hood that he had just a few seconds ago without even really thinking about it as she shrieked, "Doofus!"

He might have slowed a step at that, but she'd never know because another mob tore out through the main doors of the mall. Literally tore through them. She saw them push one of the sliding doors off of it's rail and watched it fall and explode into a million shiny pebbles against the pavement. The noise made her jump, but the people trying to get out ran over the pebbles like they were nothing. Like all that mattered was getting away from whatever was inside.

Gwen tried to imagine what things were like and she almost froze as every horror movie she'd ever snuck with her father competed with all the real monsters that she'd faced with the doofus over the last few weeks all mixed together.

But Ben didn't stop, so neither did she. Not when he _needed_ her to watch his back. Not that he'd ever admit it, the big jerk.

And then her stomach finally twisted in a knot, because whatever was inside was terrible enough that they weren't stopping. There was a woman at the head of the mob, a woman in a torn blouse with blood running down from her hair line - the red so bright against her pale skin - and a little girl wrapped in her arms. The girl was screaming so loud that Gwen could hear her even over the noise of the crowd and the police sirens. And the woman…

The woman was looking at something over Gwen's head. Either the line of police officers or the trees or something even further away than that and Gwen knew just from the look in her eyes that she wasn't going to stop for anything until she got there.

Not even for a couple of kids who were barely two years older than the girl she was clutching.

"Ben!" Gwen shouted again as everyone started to panic and he disappeared in the chaos as the people who were trying to get away ran right into the people who already got out, but were finally realizing that they weren't far enough away. She heard more people scream and an officer shout something into a bullhorn, but it only made things worse.

And then they were on her.

Gwen knew that it was the three years she spent learning gymnastics and the year of karate that saved her. They gave her the moves and the reflexes that she needed to get out of the way. The worst she got was an elbow to the head and the brush burns on her palms after she did a somersault on the pavement, but she knew that she got lucky. It could have been so much worse if she wasn't paying attention.

Ben never paid attention, and her eyes went right to where he'd been last and her glare met everyone who was trampling over the spot now, but it didn't help. It didn't even keep the worried knot in her stomach from going tight as she dodged, pushed and shoved her way over. As she looked for her idiot of a cousin on the ground and hoped...

But he wasn't there. Of course he wasn't. He was already halfway to the mall entrance and going flat out even as a police officer charged at him. Ben dodged _him,_ too, and Gwen could have sworn that she saw him turn and grin at her as he disappeared into the mall.

"I am going to strangle him," Gwen swore as she started her own mad dash, " _and_ hide all of his video games!"

The crowd gasped again and now she _knew_ that it was because she was a girl as they started to call out, as some of the bigger men started to chase after her. The police officer spun and she saw his mouth make the words halt, but she couldn't hear them over everything else.

Over the crowd and the pounding beat that her heart was making.

The officer reached out as she got close and he looked so worried for her that Gwen just wanted to laugh and tell him that he didn't have to worry, it's just been _that_ kind of summer, but she didn't. He looked nice, but he so wasn't in shape. She barely had to spin to get out of his reach and the people behind her didn't stand any kind of chance as she ran for all she was worth. "Be right back! Just gotta get my cousin!" she called out with a laugh as glass crunched under her sneakers.

And then the mall swallowed her and everything went dark.

Literally. The parking lot was lit so bright that it took her a dozen blinks before her eyes adjusted to what seemed pitch black inside. There wasn't a single light on inside that she could see except for some emergency lights that were flashing red strobes everywhere. All they managed was to make the place seem even creepier, and the shadows even darker.

"Mom was right, those movies were bad for me," Gwen whispered to herself just so she could hear _something._ Maybe if she'd never seen them, or if she'd never seen the mall the way it was supposed to look, when it was full and lit as bright as the sun outside. When she'd just been a shopper instead of a hero yesterday.

"Yesterday?" A couple of days ago? God, it felt like it was just yesterday, but yesterday she'd been out among the stars. Yesterday, she'd helped save the universe. So it was two days ago, or three when Grandpa brought them here so she could be _human_ again. It was after they'd beaten Animo, but before they found out that Ben had doofused up the watch again. She remembered that she squealed as soon as they walked in because the place was huge and wonderful with two floors of shopping Nirvana.

Her eyes went to all the stores that looked so wonderful before and they were all trashed now, with broken glass and trampled merchandise spilled everywhere.

Gwen heard more voices and people crying in the dark, but they could be hiding _anywhere_ and so could the bad guys. She didn't even know where to _start_ and she knew that Ben wouldn't either, but she knew Ben, so she turned right and started to run. She jerked her head this way and that and she tried not to remember that he was always better at hide and seek then she was when they were little.

Something itched as she ran down the wing of the mall as she tried to look everywhere at once. Something familiar, like she'd been down this tunnel before, and her eyes went right for the floor and the monsters she _knew_ were hiding under there now.

So Gwen never saw the thing that reached out of the ruined storefront instead to catch her right arm.

She never saw it, but she felt the shock rock through her. Gwen opened her mouth to let out the shriek that she felt building up when another tendril wrapped around her mouth and caught it and the spells that would have come after as they yanked her into the shop. She tumbled as all of her training left and fell into something soft.

Something that gasped in her ear as Gwen bit down on the tendril around her mouth. She felt the tendril pull away and she was calling mana when the emergency lights flashed again and she saw pink skin instead of the green she was expecting.

Pink. Not green. Pink and purple and…

And Gwen couldn't help blinking when she saw the teen's purple hair. It was laying flat now instead of styled up, but she _knew_ the girl. She'd been banned from the mall because of her. And Ben.

"Sh…. Shoot!" the girl bit out as she shook her hand and stared at Gwen with wide eyes. "Da… dang it, girl! I was trying to help! You were going the wrong way!" the sales girl hissed at her with wide and terrified eyes.

"Sorry," Gwen said as she pulled away and tried to swallow the bitter taste that had suddenly filled her mouth.

The girl waved her hand again. "Kids," she said and she let out a giggle that went on a heartbeat too long. Then she darted her head up so she could look over the window before she came back down and leaned in close. "A - are you looking for your mommy? I'm sure that she's -" The teen girl tried so hard to sound calm that it only made her panic worse.

"No!" Gwen said in a fresh panic as she looked around. God, if her mom was here… Then she shook it off and tried to sound like the hero she was. "I'm looking for my cousin. We're here to save the day!"

The sales girl blinked at her and she looked like she wanted to laugh or cry, but she couldn't figure out which. "I heard… I heard someone come by and heard him say that he was here to…" the girl choked on the next words as she shook her head. "God, I didn't know or I would have grabbed him, too, b - but he was… Maybe he was going to the entrance." The girl let out a shaking breath and then she grabbed Gwen's hand again. "Come on. It's right over there. I was going to go before, but Mark said he'd fire me if I ever left before I locked up and… and then…"

Gwen stared at the disaster in the store and the dark outside and swallowed hard. Ben was out there in it, just charging ahead without even _thinking_ as usual. She had to find him before whatever did this did, but…"What happened?"

"I don't," the teen said with a shake of her head and it took everything that Gwen had to remember when she'd seemed elegant. "I heard them trashing the stores and I locked myself in the back before they…" they both looked around. "And then I heard… I thought I was safe. I thought th - that the police or someone..." She shook her head and whimpered. "I thought someone was saving us."

"Someone is!" Gwen looked over at the scared girl and grinned. "My family and I take care of stuff like this _all_ the time! We're heroes!"

The sales girl looked at her and let out another laugh. "You? You're like eight and - and your shirt…" she said, and she giggled between every word. Then she reached over and grabbed Gwen by the wrist and started to tug. "C - come on. It's safe in the back. I - we can find - I know you're worried, but…"

"I am not!" Gwen snapped as she yanked her hand free. "I'm ten and a half! And a hero!" She said as she stomped her foot. Then her eyes shot down to the cat's face on her shirt."And what' wrong with this shirt? I like this shirt!"

"The Cat's Meow? That show's for babies," the girl said as she tried to smile even as her eyes kept going back to the window.

Gwen's mouth dropped in shock "It is n…!"

"Shut up!" The girl hissed as Gwen felt a hand press against her mouth again. "Do you _want_ them to hear? We… We should go back into the office. They couldn't get in last time and - and I know you're worried about your cousin, but…" her breath caught as she shrank in on herself and reached for Gwen's arm. "S- someone will come and save us soon, we just have to - "

They both froze as a bright green light flashed outside, and the girl gasped even Gwen pulled away and climbed back to her feet. "Someone already has," Gwen said and she tried to be as soothing as she could. "Go back to the back and don't worry. This will all be over soon because Lucky Girl is here!"

God, Ben's crazy was contagious.

But it was such a rush that she actually laughed as she spun on her heel and chased after the dying light.

Gwen could have sworn she'd run past a dozen stores - all of them dark, most of them looked like they'd exploded with broken windows and clothes or perfume bottles or jewelry scattered out everywhere - before she saw anyone else. A man this time, who was crouched over like he was hurt as he stepped out of a store and stood there. There was barely enough light coming through the skylights for her to see him, but she could see his head turn back and forth.

Then he took a step the wrong way, to the center of the mall.

"Wait!" she said as she ran up to him so she could stop him and turn him around. The way back to the doors had to be safer than that way, she just had to…

Had to do _something_ to keep from gagging as the smell that was coming off of the man punched her right in the nose. The stink of dirt and rot was bad enough that it almost matched the worst of Grandpa's recipes and she would have gagged at any other time.

Now she just threw herself at the ground and rolled.

It was almost too late. Gwen saw the man spin and felt him something brush her hair as something cut through the air where her head had been just a second ago.

"So not what price slashing means," the girl said just to hide her nerves as she jumped back to her feet and spun around. It almost worked, just like it almost helped her ignore the sound of her heart pounding in her ears. Then she took that fear, that rush of adrenaline and terror and shoved it all down her arm, down to the palm of her hand.

It shouldn't have worked. She still couldn't believe that it did, but she felt something change in the air, as if lightning were about to strike. It gathered around her hand right as something in the universe twisted.

And then the air around her hand burst to life in a blue glow.

It was amazing.

It was terrifying.

It was magic.

And it wasn't done yet. The energy was still there, was still building up. The lightning hadn't struck yet. All it needed was a word to shape it and her will to cut it loose. Terrible, ancient words that she'd read out of a stolen book and that she could almost feel itching at the tip of her tongue now. She could feel them there, could see what they would do, but she snapped her lips closed.

She had to know what she was fighting first. Ben might rush in, but she didn't. She raised her hand and the glow pulsed with energy and flashed it's blue light over the monster in front of her.

And what she saw was just as amazing as it was terrifying.

Amazing, because for one strobe of the emergency lights she saw the man who used to be there. Even crouched down he was a head taller than her. His skin was bronzed from a lifetime in the sun and his bare chest and arms were covered in tattoos and scars. He shifted his balance from one moccasined foot to the other like a giant cat as he eyed her with dark eyes and she saw him shift the tomahawk in his hand.

Gwen had only ever seen one in a museum before - a real one, anyway - but she knew what the weapon looked like. She'd held a replica once, had used it on a board and thrown it and she knew what it could do.

What it had almost done, just a moment before.

And then the lights stroked again and she saw what was really there. The bones stained by centuries in the soil and the bits of skin that still stuck to them. Bones that should have still been lying peacefully. And his eyes -

\- the eyes were empty pits. Or she thought they were, but as she stared into them, she thought she saw a spark of something in there.

A flicker of pink fire…

Then Gwen saw the man again. He stared at her hand and his mouth moved. She waited for the moan that every real zombie made, but instead he said something that had to be a word, even if she didn't understand any of it. Except for the tone, she knew fear when she heard it. And respect.

"I'm sorry, I don't-" she started hopefully.

And then he attacked, his swings so fast that his hand was a blur and the blade a whistle in the wind.

The words screamed in her head, but they wouldn't come out. She couldn't concentrate enough to say them, it was all she could do just to keep the magic she'd already gathered with her and still stay one step ahead of the zombie's attack. The stone blade flashed out again and again as she dodged. Each swing precise and getting closer.

It felt like dancing.

And he made an overhand swing at her that sent her spinning on her left foot to get away from it. The blade came close enough that she could see the chips on the blade of the tomahawk. So close.

Finally.

She kept spinning as he stumbled closer to her. Spun as fast as she could as she brought her right foot up and drove her heel right into the zombie's temple. She kicked him hard enough that she felt it all the way up to her hips, hard enough that it should have shattered the bones she saw with every other blink, hard enough to knock the zombie down to its knee. And she didn't stop there, she brought her leg down in a scissor kick on the corpse's forearm and the tomahawk went spinning out of its hand and disappeared somewhere in the dark.

If she was fighting anything human, the fight would have been over right then.

If.

She pressed her palms together and entwined her fingers as she backed away. The two black orbs of the skull glared up at her, following her every step, and the bones of its hands were already flexing against the ground as it pushed itself back up to its feet.

She really wished that they fought something human more often.

The zombie lashed out, its fingers like daggers.

Her hands shot up. Maybe it thought she was giving up, or trying to push the monster away. If this was a horror movie, she probably would have been, and maybe it was one.

For the monster.

"Emocha objectia!" It was the simplest spell that Gwen knew, one of the first she'd learned. She hinged her hands back until only the heels of her palms still touched and all the energy she'd gathered erupted from them in something like a laser beam that slammed into the zombie's chest and sent it flying back out of the light.

"Ninja sorceress," Gwen said with a fierce grin when she heard the zombie smash hard into something. She kept grinning even as the rush left with the magic. She didn't stumble, though. Not like she had the first few times she'd actually tried to cast the spell. It stunk, but she could live with being a little lightheaded if it -

Two violet lights burned like bonfires in the dark in front of her.

Gwen quick-stepped back, trying to get some distance and she wished her voice didn't quake as she squeaked out, "I spent a weekend last summer at an archaeological dig! It was so much fun learning about your culture!"

And then it bellowed and she turned and ran.

It chased after her, the violet fire in its eyes burning so bright now that she didn't need her magic or the emergency lights to see the debris in front of her as she ran as fast as she could.

But the light that kept getting brighter.

"Good one, Tennyson," she said, the words spilling out of her in a terror-filled avalanche. "Tell the zombie Native American that you dug up his village. Bet he loves that."

Her mind raced through all the spells she knew - raced over them over and over again because it didn't take long to think of all eight spells that she had memorized and she wished she had her spellbook and about an hour to learn another spell - and her martial arts, but she'd tried them both and neither of them helped.

Her best moves, her best spell and all she'd done was stop the monster for about a minute. She needed to hit it with something bigger, like maybe the _whole mall_ bigger, and she raced into the food court. She dodged and jumped over the flipped tables and chairs that the thing behind her just ran through, but there must have been skylights here because she could finally see again, even if it was just with the pale glow from the moonlight. Her eyes went to one of the pillars that shot up into the ceiling and it only took her a second to see the pipe that was attached to it and ran all the way back down to what looked like a heavy duty electric outlet at the base.

Gwen didn't know what kind of magic did all of this, but she knew it did a number on the electricity in the mall. Maybe, if she was very lucky, a big enough jolt would do the same thing to the spell. She turned and ran for the pillar even as the violet light flared behind her and she saw her shadow spill out in front of her in sharp lines.

Of course, she wouldn't have to do any of this if Ben…

And, just for once, it was like he read her mind.

She didn't see him coming, there wasn't a shadow flying over her head like she'd seen in so many movies and he didn't shout anything to let her know he was coming because her cousin could be a jerk like that. No, she didn't know he was there until she felt him hit the ground behind her.

Hit like a cannonball.

She spun around and expected to see the black, white, and yellow giant roly-poly bug alien - and how Ben had hated it when she'd called Cannonbolt that - but instead she looked up.

And up.

And up.

The zombie writhed, not that it did any good, not with four hands locked onto the monster's arms and legs. It helped even less when Fourarms spun the thing around like it was the world's oldest discus and threw it. The monster disappeared into the dark and this time it seemed like forever went by before she heard glass shatter.

"Try to walk that off, you 60's snorefest knockoff!" Fourarms shouted and his deep voice echoed in the open mall. Then he glanced down at Gwen and she felt a wave of relief that she'd die before she admitted to when she saw his green eyes. Ben had other aliens that looked a lot more alien than Fourarms, but everything about this form still screamed alien, from the scarlet skin and extra arms. Alien except for his eyes. Somehow, despite all the changes the Omnitrix made, every alien form still had Ben's eyes. Well, at least as long as the alien had eyes. He didn't know how much she depended on that, on still being able to see that much of him even if everything else went beyond weird. Even if those eyes were creased with worry right now as he stared after the zombie he just tossed. "He's totally going to walk that off. These guys won't stay down."

"Tell me something I don't know. And where were you?""

"I was fighting a bunch of them on the second floor - " Ben started and her stomach twisted as she finally really looked at him. She couldn't see much, not in this light and Fourarms was tough, but… Was he holding his bottom left arm against his chest? And why wouldn't he look at her straight on? She was just about to call up the magic again just so she could see, could stop her imagination from running wild, when he took a step back and she made herself listen, "- they all just turned and started running this way. The bad guys usually only get that mad at me or you, and I knew that they weren't mad at me this time, so..."

"Ben?!"

"Oh, yeah. And we're surrounded." The boy said those words like they were just as much of a joke as that plastic spider she found in her bed last week, and Gwen felt her eyes go just as wide as she looked around. She couldn't see the zombies' bodies, not in the dark, and the fires didn't burn like they did in the one she blasted, but she could see the twin violet sparks in the dark around them now that she finally looked around.

Dozens of them.

"What? You didn't know that," Fourarms said. She could just see his smirk, she didn't even have to look back, but didn't dare to, not when the zombies moved as one. The first one caught a magic blast to the chin and went flying. The second was grabbed up by Fourarms, who barely even looked at the thing before he leaned back and threw the thing straight up as hard as he could. Hard enough that it went right through the skylight overhead.

The zombies in front of them were driven to their knees as the thick glass rained down them, but Gwen spun as the rest started to make that weird grunting sound again before she heard their feet pound the tile floor and then, just like that, the zombies moved…

Gwen's hands shot back up. "Vort-" Gwen started to chant when two arms grabbed her from behind. Her heart pounded, but she didn't scream. She knew she didn't, and that Ben was lying if he ever said anything any different.

"You didn't know I could fly, either," Ben said as he picked her up and jumped. And maybe, just maybe she screamed as the two floors of the mall rushed by them. The two floors and then the ceiling as he jumped right through the skylight he broke a second before.

The glass crunched under foot as they landed and she shoved her way out of his arms. "What's with you?"

"Nothing but my usual awesome." Ben didn't even glance at her as he looked down through the skylight. She did, too, and she shivered as more and more of the violet fires stared up at them. "Aw, look at them try to jump up after us. They're like puppies."

"Evil dead puppies. And something is so up. You left me behind in the parking lot…"

"Not my fault you couldn't keep up."

"You could have waited."

"You could have run faster."

"We could have gone up against them together!" she said with a frustrated stamp of her foot. "And then you run away?!"

"Hey, I didn't run! We needed space to think."

"Think? Since when do you want to do that?"

He finally looked at her with a four-eyed glare. "I could put you back."

Gwen shivered as she looked down at all the violet sparks under them. "People could be getting hurt…"

She saw Ben's fingers sink into the windowsill and she grabbed his shoulder because she knew him. She waited for him yell or just swat her hands away so he could jump back down and tear into the zombies even though if he couldn't hurt them. Instead he shook his head and asked, "You really got them mad. What did you do?"

"Sorceress stuff. What do you think I did?"

"...You talked to them?"

"You are such a…" Gwen sighed as she shifted her glare from her cousin's eyes to the disk that had settled over his heart and the green hourglass on it. "Nineteen aliens. You would think that the Omnitrix would have one that could give you some manners. Or common sense."

"What fun would that be?"

"Fun!?" she shouted and waved her arms wide to take in the whole mall, "What about this is fun?"

"Aw, come on. Don't be such a dweeb." Somehow he managed to grin even wider as he said, "Zombies! This is awesome!"

And she hated him so much right then. And hated him even more because she could feel her the corners of her lips twitch up. "Zombies are a bad thing, doofus."

"Zombies are mega-cool. What do you think it is? Russian satellite?"

"Its a..."

"I know!" Ben said, and he somehow got the deep voice that the alien form gave him to shake, "Maybe hell is full..."

"Benjamin Tennyson! Wait until I tell Grandpa!"

"Oh please. Tell him what?"

"That you said hell!" Gwen said, and she covered her eyes as he laughed at her. "Fine. It's probably a virus."

It was worth it just to see his eyes get that big and the panicked dance he did as he tried to wipe all four hands off on his pants at the same time. "What?! Do you think? WhatdoIdowhatdoIdo?!" Fourarms was huge and scary and it was all she could do not to fall over when she started laughing at the big baby. "What's so - ?"

"It's a spell, Ben," she said with a shake of her head a few. "Didn't you see the glow in their eyes?"

"Oh yeah..." Ben said as he rubbed his bald head with one hand, and she could tell he never noticed. She didn't even know why she was surprised. "So Charmcaster again."

"Or Hex," Gwen said. Probably Hex. They hadn't seen him when they were fighting the Negative 10 and they'd left Charmcaster tied up outside for the Park Rangers with the rest, but it wouldn't be the first time that the girl got away. "Or someone else. Or something else."

Ben let out a snort. "Grandpa would know."

"Grandpa told us to wait in the Rust Bucket while he took a look around."

Ben's face flickered at that. "You saw everyone," he said as he looked down. There were more zombies coming from the far corners of the mall, but she knew what he was thinking, could see the worry he'd been trying so hard to hide despite what he said.

"If anyone's still in there, this is their best chance to get out," Gwen said. "And you were… not wrong about this giving us our best chance to think."

"Not wrong? Don't you mean…"

"Not wrong."

"You mean I was ri-"

"Really annoying?"

"That's not what you said when you were going all damsel in distress."

"I was not!" She shouted as her cheeks burned. "I had a plan. I had two plans! You were just plan B at best!"

"Plan B?! You can't make something as awesome as me plan B!"

"If my good plan didn't work I was going to hit the zombie with something dense and you're the densest thing I know." He opened his mouth and she almost wanted to her his next insult, just for the game, just to see if she could keep topping him again, but she saw the zombie horde under them shift, almost like they'd all had the same thought. A few of the lights in the back went out and she knew that they'd walked away. She didn't know if they were looking for more prey or a way up and it didn't really matter. They had to stop them somehow either way. "Ben…"

"I see them," Fourarms grinned and he braced himself to jump back down. "So, I'll take the fifty on the right."

"It won't help," Gwen said as she grabbed his arm. He gave her a look and she added, "We have to take out the necromancer, not the zombies."

"A necromancer?" Fourarms repeated and the words were almost a whisper as he crouched there. Then he scooped her up as he bounced back to his feet and threw his top two arms high into the sky. "This summer rules!" He shouted as he spun them around.

And she couldn't help laughing with him, even as she hit him on the chest to make him let her down. As soon as her feet hit the roof he was half dangling through the skylight and looking around. "What am I looking for? Skull mask, robes and an evil laugh?"

She knelt down next to him and looked down. Way down. Way down. They were high enough now that she most of the main hall of the mall and even with the bad light she should be able to see something. "Look for wherever the zombies dug their way out of. That's the best place to start."

And it was, but… But that was cement. The zombies were tough and fast, but…

But, but, but...

"One of the stores?" Ben asked, but she could hear the doubt in his voice. "They moved the headstones, but they didn't move the bodies?"

"Maybe..." Gwen said as she bit her lip and ran her hand through her short red hair. She frowned and thought... "It doesn't make sense... They would have found a grave site this big when they were building the mall… Unless..." she shoved herself back to her feet and thought. Not the front, they would have seen something on their way in. Not the sides, she'd seen those parking lots when they drove in and there were just as huge and hard to drive through as the front, but the back...

The trees in the back were lit by flashing red and blue lights. There were police there already, of course there was. They'd have to be there to evacuate the mall and keep the zombies inside.

The trees…

She ran, she ran and she finally heard the popping sounds that were lost in the expanse of the roof and the noise bellow. There was a road back there, and some employee parking, but the forest was barely twenty feet away. A forest and a huge hill that was close enough that it was almost butting up against the mall. "They didn't move anything, they didn't have to!"

Gwen knew she was right before she even saw the holes that pockmarked the hill or things that had to be zombies still making their way down the slope. "It's a burial mound!" she said as Ben ran up next to her. "They probably didn't even know! They'd been there since forever! Like, fifteen hundred years at least! I read about it in…"

"Nerd," Fourarms said, barely paying attention as he pointed down at the police. There were maybe fifteen officers down there, one on a radio while the others shot into the zombie horde. Fourteen officers and a man in a bright red Hawaiian shirt with a shotgun in his hands.

"Grandpa!"

"He was supposed to come get us!" Ben said, and Fourarm's voice made it a growl. "We have to do something!"

Gwen stared down. The smart thing to do would be to wait and watch. Maybe the guns would work better than her spells and Ben's fists. That maybe the city they were in had even more cops than the ones here or out front. More police or the army and that they could just be smart for once.

She watched her Grandpa twitch from the recoil of another shotgun blast and a zombie drop as the buckshot tore through it. And then she watched it get right back up again.

"I hate it when you're right," Gwen said with a sigh as she wrapped her arms around Fourarm's neck again and concentrated until her hands burned with blue light again.

He lifted her up with all four arms this time, backed up a dozen steps and charged forward. "Heroes coming through!" Ben shouted as he jumped.

She didn't know if it was the words or the huge alien suddenly appearing in the sky, but the zombies and the police both froze and looked up. All but her Grandpa, who gave them one look and charged into the horde after them.

And then there was just the hill and the undead that swarmed over it.

They'd landed halfway up the side of the hill and she jumped out of his arms. Her lips made the words and twin whirlwinds burst to life on either side of them before her shoes even touched the dirt. Their winds tore at the hill and the monsters alike, tossing them both into the sky. It wouldn't keep the zombies back for long, but it would give her just enough time to look for…

She didn't know.

The hill looked like it had been torn apart by an army of mutant prairie dogs, with pits and piles of dirt everywhere and the smell from the ripped grass made her want to gag. Dirt and trees and undead, but…

"I don't see any skull ma - Hey, no passengers!'

Gwen spun around and saw the zombie on Fourarms's back, saw it claw at his face while he grabbed at it and a dozen more charged up at him. She raised her fists and was just about to charge back when he caught the zombie on his back by its leg and swung it like a baseball bat into the rest, but there were always more right behind them.

And more spilling out of the mall. More heading their way.

Instinct and a book that Gwen barely remembered reading drew her eyes up the hill. "A temple… Burial mounds usually had a temple at the top!"

"King of the hill time!" Ben said, and the two moved like one. He fought with the wild abandon that made her shake her head and mutter 'boys," as she blasted hit anything that he missed with a well timed punch or kick or burst of air or lightning. They fought as hard as they could as they inched their way up the hill, but she never stopped looking around for the thing that she knew had to be here.

The thing or the person.

It seemed like they'd been fighting zombies forever, and then they were on the top. And it was just as empty as the rest of the hill. If there had ever been a temple here, it had rotted away a long, long time ago. And the other side of the hill was just the same mess of holes and dirt and the more of the same pulsing violet light that burned in all of the zombies eyes that she could see staring up at them.

Except one of the lights wasn't moving and it wasn't paired and it _so_ wasn't little. It burned like a bonfire in a pit barely twenty feet down the hill.

"Ben! Over there!" Gwen shouted as she ran. She felt him turn behind her, felt his steps shake the ground behind her as he tried to catch up. Then she felt him stumble and the ground shake as something knocked him to his knees.

She looked back and saw three zombies on Fourarms's. The three clung to and scrambled up the huge alien as they tried to claw at anything they could with their hands made of bone with wisps of skin still on them. She wanted to turn, to help him fight them off, but the pit was so close. Close enough that she could feel the magic coming out of it and she knew that breaking whatever was inside would end the whole thing.

And then she heard Ben howl and it didn't matter.

Gwen spun around on the ball of her right foot and her mind raced through everything that she ever read in her spellbook for something that would knock the things off of the doofus. She wanted to throw magic at them like a real sorceress would, but she couldn't think of _any_ spells that would help. Lightning, the wind vortex, even throwing rocks would all hurt him more than the they would any of the zombies unless her aim was _perfect_. Even her shield spell would just trap him in a bubble with the dead things. The only thing she could do was…

"What are you doing?!" Fourarms bellowed at her as she started to run back, her eyes already locked on the zombie on his back as she got ready to launch herself at it. "Break the spell already, you dweeb! I got these!"

He grabbed the one she'd been ready to kick off of his shoulder and drove it into the ground just to prove his point in the world's most devastating piledriver. The thing hit hit ground so hard that she _felt_ it through the soles of her shoes even though she was still ten feet away and they were standing in grass.

Ben hit the zombie as hard as he'd ever hit _anything_ and it still didn't matter. The violet fire in its eyes flared bright in its ruined skull and she could see it pulling itself back together even as she turned. Even as she saw _more_ swarming up the hill at them. There were so many now and her brain wouldn't shut up, it just kept running the numbers and she knew…

They couldn't win. Not by fighting the _zombies_.

So she did what she should have done to begin with, what anyone who was even a little bit of sense would have done the second that they saw that pit and the monsters around it and put it all together. She spun again and magic flickered around her fingers as she ran all out so she could end this before anyone else got hurt.

Before Ben used up _all_ of his luck.

The whole time she started to chant the words that gathered her magic so she could release it into one burst that would break whatever it was that was powering all of this.

It _had_ to. If it didn't…

She chanted louder to make the spell stronger and to drown out the sounds of Fourarms fighting behind her. His jokes and trash talk were coming at a mile a minute and he only did that when he was scared. Ben _scared._ He wasn't _ever…_

Not that he let it stop him. She knew it wouldn't just from the thunderous sound his fists made every time they connected and the way the ground shook as he jumped to block more.

As he bought her time.

At least the gathering spell worked. Gwen never could figure out _why_ the air around her hands glowed with a blue aura every time she started to cast, but it was burning bright now as she kept saying the words.

Not that it made her feel any better. Now when the guilt in her belly burned hotter still as she ran. As she left him behind like they'd both done before when they had to, but that never made it any easier. Then the pit was there was there and she had to forget about everything but the next spell.

The violet energy was almost blinding now that Gwen stood at the edge of the pit, but she could still see shapes where the light burned hotter on whatever the thing was that was lying at the bottom. Shapes that almost looked like words or drawings. The thing pulsed again as it let out a storm of energy that tore at her hair and clothes, but she ignored that like she did everything else. She just raised her hands at it and started to say the words that would let out every bit of magic she'd called up in one laser-like burst of energy.

She barely got the first of the three words out that the spell needed when the boy in an alien's body screamed her name. "Gwen!" and the other two words froze in her mouth for a heartbeat as she fought down the need to spin, to run back and save _him_ like he always saved her.

Three words. She could help more with three words. She _knew_ that, but it didn't stop her heart from hammering or keep her from remembering the last time that she'd heard her cousin sound so panicked.

\- teeth and tendrils and she was trying so hard but she couldn't get out of the thing's mouth any more than Ben could keep the doors from closing and the last thing she saw before the light went away was his face as he screamed her name as the teeth closed and and and -

And she screamed the first two words of her spell again as Ben howled, "Gwen! Dweeb! Look ou - !"

The zombie slammed into her side a heartbeat later.

It hit her so hard that it knocked her right off of her feet even as it wrapped it's boney arms around her. Gwen heard Fourarms's scream tear through the night as they hit the ground together with the zombie's arms still around her, but somehow she managed to get her foot against it. Somehow she managed to kick away.

She kicked hard enough that she slid across the slick grass until that went away, too, and she fell again. It felt like she fell forever, but it couldn't have been for long before she hit the loose dirt and torn grass that covered the bottom of…

Her eyes went wide as the blue light in her hands burned like stars as she stared at the dirt walls that seemed to tower around her even though her foot was still on the lip of the pit. It didn't matter because she _knew._

A grave. She was in a _grave._

_They_ were.

It might have been a new zombie or it might have been the same one that just tackled her, Gwen couldn't tell and didn't care. She just knew that it just _there, c_ rouching over her with burning eyes that looked so much like the stars that it just blocked out. The thing had to be a foot taller than she was and so much heavier as it threw itself at her, but she fought like a cat against it anyway. She twisted and clawed at its hands and when that didn't work she tried all the dirty tricks Sensei taught her in case she was ever in a real fight. She kicked and clawed at its chest as she tried to find its face. It's _eyes._ She didn't know what touching the magic fire she saw there would do to her and she didn't _care._

Neither did it. It didn't even _notice_ as she dug her fingers into the ruins of it's shoulders.

But Gwen didn't stop. Not even when she felt cold metal under her fingers instead of the bones or leather she was expecting. She looked up at the zombie, at the glowing violet fire in its eyes she'd been ready to claw at even though she didn't know what the spell would do to her if she touched it, and for the first time she saw the helmet it was wearing. It was pitted and rusted red by time, but it was still a helmet.

A helmet that didn't _belong_ here on a zombie that must have been just as far from home as she was. A laugh slipped out of her mouth at that thought that she never would have recognized as hers if she'd heard it.

She fought even harder even as she let out that noise. Hard enough that she could finally pressed a hand against the rotted cloth on his chest that must have covered the chain mail once in a wild attempt to shove the thing off of her. Then the light in its eyes flashed violet and she saw the man that the zombie had once been. She looked up into his tanned face with it's thick black beard, all of which was almost hidden behind a helmet so new that it still had hammer marks on it.

Violet light still burned in his eyes, but they were blue now and not just black voids in a skull. Blue and drawn to the light that flared around her hands that revealed the soldier over her as he was when he was alive. Whatever spell was reanimating him even restored the cloth that he wore over his chainmail even though she had her hands pressed into it. The wool felt new under her fingers, new enough that she could see the red snake that was eating it's own tail that someone emblazoned into it. A snake that was slithering around a blue circle. Gwen stared at it and almost wondered…

And then the violet laugh flashed again and it was a monster again. One that somehow managed to snarl a single word from between lips so dessicated that they were pulled tight against its crooked teeth.

" _Witch_."

The word burned in her head and magic blazed in her hands as the zombie pressed in and her world shrank down to just those teeth. She could just see them tearing at her, closing around her.

Again.

"Ben!' She shrieked as what felt like the whole world collapsed into her chest before it exploded out of her in light and thunder.

**\- o - o - o - o - o -**

"- pened to her! She just cast the spell and - " Gwen heard a raspy voice shout as she felt hands grab at her.

Her eyes opened and she saw something huge crouching over her, felt its hands on her shoulders and she moved. She clawed at the arms, but her short fingernails only got caught on material that seemed to glow with color even under the moonlight. Glowed in a horrible mish-mash of colors that she...

"Grandpa?"

"Pumpkin!" Grandpa Max shouted, and she could hear the relief in his voice even as he scooped her up and hugged her tight. She buried her face in his shoulder and let his warmth be her world as she tried to make everything else stop spinning around her.

He didn't say another word as she held onto him. Not to her anyway. She thought she felt him shake, just once, but his voice sounded just as steady as it always did as he said, "Ben, time to go!"

"Got it!" Ben said, his voice twisted as the hug got even bigger. Four arms bigger. Ben lifted them both up like they were weightless and jumped.

Jumped once. Twice. Three times.

Jumped away.

"Wait!" Gwen gasped out as soon as Ben landed and she shoved them both away. Her head swam, but she had to stop them before they got further from the field, before they had to fight their way back again. "We have to - We - " she said as she stared up into Fourarms four eyes, which were so wide as they stared down at her.

She heard metal scrape against metal and her head spun again as she turned to look. She watched Grandpa lean into the passenger door of the Rustbucket and pull a box the size of a big lunch box out from under the seat and yank it open. He reached in and grabbed something that looked like a pen and another box the size of a deck of cards out like he'd done it a thousand times before.

She watched him do all of that before she realized it didn't make any _sense._ She shook her head because it felt so fuzzy and she needed to _think._ That was her _job._ Why were they - ? There were zombies out there!

"Grandpa?" Ben asked and he sounded so worried even with the way Fourarms' voice rumbled.

"It'll be okay, Ben," Grandpa said, his voice calmer than his eyes as he pointed the pen at her and did something that made the end of it glow. "Gwen, Pumpkin, everything's going to be okay."

Gwen blinked at the words and shoved the laser pointer away and it was all she could do to keep from falling over from the push. Her knees never felt so weak before, but she made them work, made herself stand because she knew that if she fell over they'd try to save her instead of everyone else and she hated it when they did that even though she'd do the same thing for either of them. She made her knees hold her up as she spun around because _Ben_ would understand. She made her hands stop shaking and her heart slow down and her lungs work so she could force out the words she needed to say. "Wait! I'm fine! I'm fine. We have to break whatever it was that was in that pit! That's what..."

"We know!" Ben shouted back. His voice shook and she would have sworn he was just as mad as she was at Grandpa for making them run away if it wasn't for what he said next. "I smashed it already! I did it after your spell knocked everyone over.'

"But…" Spell?

"It's over, Gwen," Grandpa said as he waved the pen at her and stared at the box. Then he let out a sigh before he put them both in his pockets and reached over so he could brush the dirt from her hair. She tried to pretend that was all he was doing, but she could feel his fingers searching for a bump, that he was watching her and waiting for her to jump. "The zombies all collapsed the second Ben broke the stone. The police can clean up now."

"They are? Did you see what was on the stone!? Was it a ch - ? I'm _fine!"_ Gwen shouted, her mind spinning as she pushed his hands away again. She was. She knew she was. Nothing hurt. Nothing physical anyway. She was glad it was dark. Dark enough that they couldn't see the blush that she was sure was burning its way up her cheeks because they were treating her like a _baby_ when there was a bad guy out there! "Ben, tell him - ! "

Fourarms looked at her, but there was a flash of red light and it was Ben who answered in a mumble, "Just let him check," before he turned and kicked at the ground.

"It's fine, Gwen. Deep breaths."

And the words _rankled._ She wasn't made out of _glass._ "Gran-!"

"Deep breaths," Grandpa Max said again and he gave her _the_ look. Gwen rolled her eyes, but she stopped trying to squirm away as he ran his hands over her head. At least he dropped the silent treatment as he did it. "I've seen stones like that before. The people who lived here probably buried it to protect the grave site."

"Unless it was - "

"I don't think so," Max said. He cut her off like he knew what she was going to say because he did. Because he was Grandpa Max and he knew everything. "I didn't see them, anyway. The stone had probably been buried there all this time and some animal just happened to dig it up today. It happens."

"It happens. Zombies just happen."

"You would be amazed," Grandpa said and he finally gave her a smile as he reached down and squeezed her shoulder.

"I told you I was fine." Her voice was firm as she pushed what happened away. "It was just… I think that spell needs more work."

"Yeah, the spell," Ben said and it should have sounded like he was agreeing with her, but it so didn't.

"The spell," Grandpa Max repeated. He'd heard Ben's tone, too. She knew he did just from the way he looked at them both. Then he frowned and shook his head and she could feel Ben tense even if she couldn't see his face. "This is why I told you two to -" he stopped himself there. Stopped himself and took a deep breath. He reached over again and squeezed Gwen's shoulder as his smile went away and the worry came back. "You've never… Neither of you. You… Did something - ?" he asked, his eyes flickering between her and Ben before they went to the sky.

To the stars.

And just like that she knew what he was asking. They barely got home before this happened, and they never even had a chance to _talk._ About how they found the creator of the Omnitrix, about fixing the Watch or Vilgax or the things they saw, or - or -

She heard the Doofus let out a hissing breath behind her and she shuddered again as her eyes went to the dirt before she slammed them shut, but that didn't stop the memories of being dragged under it, of being pinned against it and the teeth…

Gwen felt it all come bubbling up as her stomach twisted and she felt the words just at the tip of her tongue.

Then there was a whirl of police siren down the road and the moment was gone, just like that.

"Okay," Grandpa said a moment later, his voice low as he followed the car. Then he let out a little grunt as he stood up and started to herd them to the side door. "Okay. I just… I'm so proud of you two. And you can always talk to me. About anything, but right now we have to go."

"Even about doing a victory lap?" Ben asked as he opened the side door and jumped in. He sounded so obnoxious as he asked, but Gwen saw him run his hand through his hair and his grin didn't meet his eyes.

Grandpa let out a little laugh, but she could feel his eyes on her as she jumped in after Ben. "Not today, Sport. Sorry." The worry didn't leave his eyes even after he made sure that they sat down in dining booth. She was sure it was still there even as he made his way to the front of the R.V. That it was still there as he pulled the Rustbucket back into the street and drove them away from the mall as fast as he could.

Not to anywhere, not yet. Gwen knew that if they asked he'd say he was heading for some landmark or some city and they would be in an hour or so, but for right now all that mattered was getting away. "The life of heroes," she sighed. It wasn't what she wanted to say, wanted to ask, but it didn't matter.

She knew that Ben was okay just by the way he grinned when he looked at her and threw his hands up. The smile she felt spreading across her face was real, but only a little bit of it was because he always acted like not getting to strut for the cameras was the end of the world. The rest of it… He could act like a doofus all he wanted to for right now as long as he was okay. "I know! Like one bow would have ki-"

"Right?" Gwen said with a laugh before he could finish. A laugh that died when she saw the drawn look on his face as he stared at her. "Ben? I'm… It's…" She tried to say the words, but she felt her heart start to pound again as her eyes darted over him.

"Whatever." He shoved himself to his feet like it was nothing and if he was hurt then she knew he'd play it up for all it was worth, not turn his back on her. Not storm away.

"You're just jealous!" Gwen shouted before he could get more than a couple of steps. "Zombies and a cursed graveyard? Its official. My magic is way cooler than your watch." She plastered the biggest smirk she could on as she waited for him to explode, for them to spend the next hour shouting insults at each other until today was just a normal day. Normal for them anyway.

She needed him - needed him to act like everything was normal and she didn't know why.

He froze and she _knew_ she had him even before he spun around. "It is _not!_ The Watch is way cooler than your hocus pocus!" Ben shouted as his hands flew everywhere.

"You wish!" Gwen said, and she felt so relieved that the doofus was being a doofus that she could have cried. She laughed instead as she eyed the red light that was glowing away under the Omnitrix's faceplate. "My spells are way cooler and they don't have to recharge after I use them."

"No, you just have to take a _nap,"_ he said as he crossed his arms and he got that little smirk that he always did when he thought he _won._

"I didn't - !" she started as she stomped her foot. Then she shoved her chin in the air and sniffed. "At least my magic won't blow up the _universe."_

His eyes shot open so wide that she could see the whites of them all around them. They were so wide that she could almost see the monkey's in his head trying to think of a burn as good as the one she just gave him and some sick part of her couldn't wait to hear it. Her heart fell when he shoved a hand through his hair and spun around as he shouted over his shoulder, "I'm getting a shower, Grandpa! I've got Zombie dust everywhere!"

This - this wasn't how they played the game. "Ben…" He didn't… It was just a game. He _knew_ that. He wasn't -

"Gwen gets first shower!" Grandpa called from the front before she could think of anything else to say. Ben didn't argue with Grandpa or even pretend he heard her. He just stomped his way to the back of the Rust Bucket.

He already had their bunks down and a comic in his hand when she finally got the courage to stand up again and follow after him. "Ben…" she said, and her heart thumped in her ears as she said it.

"Don't spend all day in there this time," was all that he said before he rolled away from her. Before he even gave her a _chance._

"Whatever," she snapped back as she grabbed up her pajamas and stormed into the bathroom and what whoever designed the Rustbucket laughingly called a shower. It got the dirt off of her, and there was _so_ much that the water looked black under her feet. Almost like she was sinking - or being pulled under and - and -

And the Rustbucket did its best, but the water heater must have given out again because she shivered through the whole thing even with the heat turned all the way up. She stayed under the water for as long as she could stand, but she was so cold that her hands were shaking by the time she almost felt clean. They shook enough that she barely pulled on her pajamas, enough that it took forever before she trusted them enough to wipe the steam off the mirror so she could brush her teeth and put on her moisturizer. Still, she almost normal as she stepped back out and shouted, "All yours, Dork."

Ben didn't say a word back.

"Whatever," Gwen said again before she turned and stomped away from him. She didn't look at where she was going. She didn't care where she was going as long as it was away from him. Three months. She should have him figured out after three months, she had _everything_ figured out after three months.

But she didn't. She so didn't.

She didn't look at where she was going, but her feet knew the way. She'd made the trip so many times that she knew the feel of the worn carpet under her bare feet and she wasn't even surprised when she finally collapsed into the passenger seat.

It was her favorite seat in the whole world - their favorite seat. They'd fought over it almost as much as they did the top bunk over the summer and - and she shoved the doofus out of her head as she let herself sink into the seat. The upholstery was just as worn as the carpet or the rest of the Rustbucket, but it felt like home.

And now it was all hers. Now she'd finally get five minutes of peace without any more monsters or her cousin - she was repeating herself, she knew she was - bothering her and it was a vacation.

"Gwen," Grandpa asked from the seat next to her. "Are..."

"Why does he have to be so..." her lips moved as she tried to find some word to describe Ben... and she picked the worst one she knew, "so Ben?"

"Gwen," Grandpa repeated, this time with a sigh.

"It should have been just the two of us," she said in a rush. "It was my turn!"

"Gwen."

"He had you to himself last summer," she said, and she didn't know why everything went blurry, but it did. "It should have been my turn this year."

"A four day camping trip isn't all summer, Gwen," Grandpa said with a sigh. "And I heard the same thing from him after I took you to Los Angeles."

"For, like an hour. It's not the same," she crossed her arms and stared out the window.

"Gwen. Pumpkin," Grandpa said and she sunk into the seat because she knew what was coming, that was trying to find the words and she hated it when Grandpa couldn't find the words. The only way things could have been worse was if he used her full name. "What happened?"

No, that question was way worse.

"Its my fault," she said, and she heard her Grandpa shift at those words, "I should have practiced that spell first. It worked though."

"You've had spells backfire on you before, and you never..."

"Zombie movies freak me out," Gwen said, the words rushing out of her before the man could finish that sentence. Somehow, somehow she knew she couldn't let him finish it.

That it would be real if he said it.

"I know that isn't true," Grandpa said and he made another one of the sounds that should have been a laugh, "not after the marathon you two insisted on last month."

"Grandpa..."

"Did something..." his voice caught. "You two were gone with Tetrax for almost three days. Did something happen?"

And her stomach twisted. Three days? It couldn't have been... Three days in space? She looked out the windshield at the stars in the sky and... God, she'd been out there for days. She wanted to grin. She wanted to tell everyone, tell her parents, rub it in the faces of everyone at school. God, she'd been in space. She'd been out in the stars. She'd been...

A flash of teeth and tendrils and the world going black as the alien dragged her away. As she called for Ben and he tried so hard to save her.

As the light went away and she knew that she'd never -

"Gwen? Look at me. Everything's okay. You can tell me."

Gwen shivered and made herself look at her Grandpa, really look at him like she'd been trying not to ever since they got back a few hours ago, back when the radio report about zombies at the mall was a relief. And she saw what she always did, the laugh lines and the eyes that always lit up every time he saw her and had enough patience in them to put up with her cousin and…

And the worry lines around his eyes that she was sure weren't there before she'd stowed away on Tetrax's ship with just a note on his pillow telling him where she was so he wouldn't worry. A note that so didn't work, that she knew wouldn't work, but she couldn't let that stop her. Not when Ben - not when the universe needed saving and she just couldn't leave all of that up to the doofus. That he shouldn't - that he couldn't handle it all by himself anyway.

He needed her. He would never say it, but she knew that he did.

And Grandpa looked so tired when they got back. He looked so tired and Ben...

And Ben...

"I was stuck in a spaceship for Ben for three days. What could be worse than that?" Gwen asked and she made herself grin as she said it because she should have been. It should have been a joke. It would have been one a summer ago. She thought Grandpa was going to laugh or yell, not go pale as his fingers went white around the steering wheel.

"I thought I lost you both," Grandpa said in a voice that was barely a whisper, "that I'd have to go home and tell your parents that I - I knew I couldn't go with Ben, not after what Tetrax told me - that if anyone even thought I was out there they'd… but you were gone for so long and I… I should have... "

Grandpa looked at her after that and his eyes went right through her like she was a ghost and -

And there were teeth and the light went away and she was too scared to even try her magic and she just wanted to go home. She just wanted -

"Gwen?"

Gwen blinked at the sound of her name, and blinked again when she saw Grandpa staring at her instead of…

It didn't matter. Not when the old man looked so worried that Gwen made herself smile because the truth would just hurt her Grandpa even more, hurt him even though he couldn't have done anything then or now to change it, and it always felt like her world was going to end when her Grandpa got hurt.

So she got up and wrapped her arms around him in a hug and tried not to notice that he was shaking just a little. "I'm okay, Grandpa," she whispered and he reached up and squeezed her hand. His hand, the one that always dwarfed hers and felt so strong when she held it, shook even worse than his shoulders did and kept shaking until she kissed his cheek and declared in a firm voice, "We're _fine_ , Grandpa. We handled it. We saved the universe."

They had. She had. She handled that, and if Grandpa could handle that kind of worry then she could handle… whatever this was. She knew she could. For the first time in a day, the knot in her stomach went away just a little.

Grandpa must have seen it, too, because some of the worry finally left his eyes. "And then you came back to be Zombie bait."

"Well, that's my own fault," Gwen didn't have to fake the laugh this time as she let him go and sank back into the passenger seat with a smirk. "Look at who I was with. Who would snack on Ben's brains when mine are right there?"

"Gwen," Grandpa Max said again, except this time he had a long suffering sigh instead of the worry. "Do you really wish that?"

"That zombies would eat my brains?"

"No, that it was just the two of us this year."

And she opened her mouth to say yes. To say yes over and over because things would have been so much better if Ben wasn't...

Wasn't...

"Grandpa," Gwen said, her voice dangerously close to a whine as she turned away and stared at the stars again.

"I didn't think so," Grandpa said, and his smile was back and she hated it. She hated even thinking about it.

But she was in her favorite seat in the whole world and it didn't matter what happened at school, or at home, or out in the stars, not when she could sit there and talk about anything while Grandpa had that smile and just listened to her ramble because he was the best listener. Then, when she finally ran out of words, he would say something that would make her laugh or roll her eyes and everything seem okay again.

It was a kind of magic that only he had.

So she stared at the stars and talked and waited for that magic, for that feeling to come back.


	2. How to Say Goodbye

**Notes for the Chapter:**

> Author's Note 1: I want to thank everyone that sent reviews and are favoriting and following this story. It means more to me than I can say. 
> 
> Aurthor's Note 2: Tactical Ochoa has posted a series guide and links to some character drawings the CMR Rosa commissioned on his Deviant Art page, so if anyone wants to see what my OC's look like, go to www.deviantart.com/tacticalochoa122/journal/Ben-10-Little-Moments-series-796400813

**Chapter Two: How to Say Goodbye**

_Southbound on the El Camino Real_

_Bellwood, California_

_August 22nd 1998_

_9:30 am_

Gwen's bed was warm and soft and all the springs were so well broken in that they fit around her like a glove, even if it was so tiny that she had to curl up until her chin was on her knees just to fit in it. The blanket she felt tucked in around her only made it better, because she could smell a hint of her Grandpa's aftershave in the soft fabric with every breath she took.

She smiled and snuggled in deeper without ever opening her eyes because everything was perfect.

Almost anyway, but someone wouldn't turn off the _light._ "Bnnn," Gwen called out so that her doofus of a cousin would finally put away his comic and go to sleep, but he didn't.

Of course he didn't.

And she couldn't get away from the light, either. It followed her no matter which way she turned and even after she buried her face into the crook of her elbow. Old words that would have fixed it went through her head like a song on a radio that was turned down to low and just a little off the station, but she was too tired to even try.

Even if watching light bulbs burn blue before they popped was always a thrill and the best way to start heroing.

But she didn't need magic. Not that kind, anyway. She knew a way better and older spell than any in her spellbook that always worked. "Grnnnpa!" Gwen called out with her eyes still closed tight and the words just a little muffled by her pajama-ed knees. "Mak' Ben t'un off the l'gh," she tried and waited for Grandpa's sigh and soft word.

She didn't expect to hear the man chuckle like it was the funniest thing he'd heard all day, and she could always hear the man chuckle because his laugh was just as giant at the rest of him. So was the smile that she heard in his next words. "Sorry, Pumpkin. Even Ben can't turn off this light."

"H' cn, too! H's rght thr!" Gwen mumbled as she buried her eyes into the crook of his elbow and thought dark thoughts at Ben as he snored away in the bunk under her in an endless…

Wait… that wasn't the doofus's snore. He didn't… He snores didn't sound like an engine that never stopped running. That was his _mouth._ She smiled just a bit at the insult and tried to remember it because it was about _Ben_ and she'd probably need a good one before the day was…

The day?

It was. She opened her right eye just enough to see the bright light pour in through all the windows around them, and then both because she wasn't in bed at all. Not really, even if this so wasn't the first time that she'd woken up in the Rust Bucket's passenger seat, or with Grandpa grinning at her as he…

"Grandpa?" Gwen asked as pushed herself up and let her feet fall to the floor. She tried to hold her blanket close, but it slipped out of her fingers as she dropped her mouth and looked through the windshield because everything was _wrong._

There should have been trees outside, not a packed street. There should have been stars and the moon, too, but there weren't. They were all washed away by the bright blue skies and the sun that was _way_ too high in the sky and Grandpa…

Grandpa should have been telling them stories over a campfire, not _driving._ Her heart started pounding as she pressed her nose against the passenger side window as a little white church went by. A church that she _knew,_ but she couldn't!

It was right off the interstate and the only way she could have seen it was if…

Gwen stared and held her breath and hoped she was wrong with everything she had because she'd seen so many little churches just like that one over the last few months. She stared even though she knew she wasn't. She saw the same little chapel every time that she had enough time off from school that she could go visit her other grandparents. She stared at the white-washed building and she couldn't help remembering the words that her mormor always murmured when they drove by as they brought her home.

'Abandon all hope.'

Her mormor had been saying that for as long as Gwen could remember and the only thing funnier was how her morfar would lean over and whisper, 'Hush, Elna, you can't say that in front of Gwen,' like she couldn't hear him or he wasn't just laughing, too. It stayed funny even after she found out what her mormor was quoting.

It wasn't now.

The church started to disappear behind them as Grandpa touched the gas and Gwen watched it for as long as she could. Then she sank back in her seat and swallowed hard because her next three words felt like the darkest magic. "Where are we?"

"Well," Grandpa stalled and the smile in his voice faded just a little. "You know, Pumpkin. We just passed…"

Gwen shook her head and almost got blinded by her own bright red hair as her bangs fell free into her face. She shoved it back and reached for a clip that wasn't there, that she'd left back on her bunk when she'd... "But…"

"I figure we're about fifteen minutes from Ben's," Grandpa said with a sigh. Then he turned and grinned at her. "I thought you were going to sleep the whole ride home. Was Ben's snoring really that bad? You two looked comfy enough when I went to bed last night."

"No, it wasn't… " Gwen said as her eyes went to the windshield. It wasn't Ben's snoring, she just wanted to… She shivered as she remembered teeth and the lights going out and then Ben… and her bunk was too small so she came up here because she could see the stars…

She never meant to fall back to sleep. She never wanted to wake up and see the sun instead. She had too much to _do._ "Ben's?"

"He was awake," Grandpa said as if that explained everything. "Well, more awake than you, anyway. From the way you were snoring I figured I could drop him off and get you home before you even realized."

And there it was. The word that she didn't want to think, because if she did…

"But… but…" Gwen said as she watched the road go by. She knew the little gas station that she saw next every bit as well as she did the church, and she knew that if she craned her neck just a little she'd be able to see…

She knew _all_ of this. For the first time in three months she knew _exactly_ where she was. She knew that they'd be driving by a mall in a second - one she always wanted to go to but her mom just wrinkled her nose at it when they drove by - and she knew how many turns they were from Ben's house, and hers, and…

And summer was over. There weren't going to be any more surprises or a last minute adventures. There was just this. There was just the normal world again.

"We're almost...?" Gwen asked, and she pronounced every syllable with the same care that she used for a new spell because they felt just as dangerous. For all of her care, her voice still gave out before she said the last word.

Before she could make it real.

"But… but we had plans!" She shouted, suddenly furious. "Why didn't you wake us _up!_ Ben and I were going to make you breakfast and help you clean the Rustbucket and… and I thought we'd watch one more movie and - " She'd talked to Ben about it, anyway, and the Doofus rolled his eyes like all of that was a niceness was the apocalypse, but she knew he'd help. Maybe not with the cleaning or the cooking, but…

But she knew him. He'd do it all just to make summer last just a while longer. It would have been better if he'd done it just because it was nice, but, it would give them just a little bit more time before...

Grandpa twisted the steering wheel and Gwen dug her fingers into the arms of her seat because she knew that Ben's was only two more turns away. She stared at the almost empty road in front of them and wondered where the traffic was when she needed it. She swallowed hard and her voice was a whisper as she repeated, "We had plans."

"I know, Pumpkin," Grandpa said and he tried to grin even as his voice got thick. "I saw the list. It would have taken another week to do everything you wanted."

"...so?"

Grandpa sighed and she didn't know if his next words were for her or if he was just trying to convince himself. "We were up late last night and you looked so comfortable that I..."

They were. They were up so late, and for once it wasn't for hero time, even if Ben kept watching the sky like he was waiting for something. They just camped and listened to Grandpa tell stories over the fire and it was boring and lame and the best night of the whole trip. "I was…"

"You looked so cute curled up and I didn't have the heart…" Grandpa admitted with a sigh. "So I thought I'd let you two sleep in. It is a vacation."

"But," she said and stopped because she didn't know what word came next. She was almost home. Today was the last day of their trip and she was almost home.

Finally.

In a few more hours she would be back to normal. There wouldn't be any more aliens or explosions or fights because that kind of stuff never happened in Bellwood.

\- the light going away as she was dragged -

She shoved the image away and shivered as she stared out of the windows as if she'd never seen her home town before; as if Bellwood was New York or Washington or Los Angeles or all the other places it so wasn't.

As if Gwen couldn't feel her Grandpa's eyes on her, as if she didn't remember the look that came with it, as if she'd forgotten it in just three days. "We could still stop for breakfast!" she called out, the words tumbling out of her as she turned and gave her Grandpa her best puppy eyes. The ones even her mom couldn't resist.

Grandpa was quiet for so long that she almost thought that he was considering it. She didn't know why it hurt so much when he said, "I wish we could - I wish I'd thought of it - but I already called ahead. Ben's parents are waiting for us."

"Oh."

"I'm sorry, Pumpkin."

"Its okay, Grandpa," she said, her eyes following the buildings as they went by. She wanted to give him a smile because it really was, but she couldn't.

"Gwen..."

"But next time I want pancakes! Lots of pancakes," Gwen said to her reflection in the passenger window. "And bacon." She paused again and made a face that was just for show as she added, "Normal pancakes and bacon," like it mattered.

Grandpa let out a little chuckle at that. "You don't know what you're missing. I was saving some Sujuk for a special occasion, but..."

"Grandpa!" She shouted like she wouldn't have started eating a whole plateful right then if it meant...

"Gwen!" he called right back with a grin that didn't last. "I really do wish I had thought of it. I don't want the summer to end either, but it is. It's time to get you two home."

Home.

Gwen swallowed two or three times, but her mouth stayed dry and she didn't move at all, except to shake her head as she watched everything else go by. She heard him sigh again, but he didn't stop and he didn't say anything else about it. She sucked in a breath and waited for the words that she was sure were coming next, the ones that she'd heard days ago and kept echoing with every worried look, but instead Grandpa didn't say them.

"Gwen, I just want to say that I know that this wasn't how you planned to spend the summer - "

Shock made her ignore everything else. Her head whipped around so fast that it should have hurt as she stared at the man next to her because those were the last words she ever thought she'd hear. She almost laughed, even though she knew it would have killed him to hear it and her to do it because hurting him was the last thing she ever wanted to do, but really? Planned?

 _Planned_?

This summer wasn't like anything she could have even _**imagined**_ , much less plan for. No, her plans were hiking and shopping and maybe helping her Dad at his office, at least until she went to Learning Camp, and after that…

She must have spent most of the spring just staring at the brochure for Learning Camp and trying to figure out some way to work everything in and she never did. How could she work everything into just six weeks when there were biology lessons and nature hikes and chemistry labs with an honest to God electron microscope that they could really use and not just look at.

It was everything she ever wanted with just the smallest chance that she'd be with people who didn't call her a know-it-all or teacher's pet when they weren't ignoring her until they needed help just because she liked reading and could follow directions.

She'd planned out her summer for months. She'd worked it out with charts and colored markers with her Mom and Dad helping her the whole time, only for them to drop this trip on her a week before school ended.

Not what she planned?

Her Grandpa must have seen it all on her face, because his fell as his eyes went back to the road and he finished with, "- I just hope that you had fun."

_Fun?_

The summer she _planned_ was going to be _amazing._ So amazing that even Ben…

She didn't wonder why she didn't get invited, too, when Grandpa started planning this summer with Ben. She _knew_ that already. She knew the second she heard her mom and dad talking to each other about Ben's big summer one night. It didn't even…

Learning Camp would have been even more fun anyway. She made sure of that. Fun enough that she wouldn't have missed Grandpa for a second and it would have made the doofus storm off when _he_ found out about how cool _her_ summer was.

She had it all worked out, and then Grandpa walked into her bedroom a whole week before summer started, pulled the chair out from under her desk so he could sit, smiled his usual smile and said, 'I know this is the last second, but the trip won't be the same without my Pumpkin. So what do you say? It'll be educational.'

He said the last four words like they were the joke that they were, because she was sure that there wasn't _anything_ that she'd see on the road that would have taught her anywhere near as much as Learning Camp would have. That was why she almost said no in the three seconds it took her to cross the room and nearly bowl the big man over with her hug.

That last week was the first time that school ever went crawled by and it was the first time she ever got in trouble for not paying attention in class when she got caught with that road map that she'd been looking at for _weeks_ at home when she was sure that she wasn't going and that she couldn't put away now that she knew she was.

For once science class wasn't as much fun as just tracing the roads and wondering...

That feeling lasted up until the second the little freak came stomping into the Rust Bucket and went full _him_ on her. That was when she realized that she was stuck for three months. Three months of doofusness and annoyance and boredom.

Except...

Gwen didn't have to look at her Grandpa to know how sad he must have looked when she didn't answer and the thought made her curl her knees up so she could hide her face in them as she thought. She tried to, but she kicked something before she even got her feet off of the ground.

She reached down and picked up the book that she must have dropped after she fell asleep and her breath caught as she stared at the purple and gold leather cover of her spellbook. She remembered looking at it in the star light the night before. Not reading it, there wasn't enough light for that, but she'd held it, flipped through the pages and stared at the words and the drawings.

If she hadn't come on this stupid vacation, she never would have seen the thing. She would have had a science book, instead.

If her summer had gone as she planned, she would have had a great telescope and never been on the space shuttle or an alien ship or alien worlds. She never would have flown or floated in zero G.

She never would have gotten grabbed by whatever gooey alien was chasing her equally gooey cousin that day…

Never saved lives…

Never fought…

Never hurt people for real…

Never felt good about it afterwards…

Never wanted to be sick after she realized how good it felt…

Never done magic.

Gwen knew that she could still pretend that she had the dull summer she was sure she would, that she would have to in just a few more minutes and pretending would be a lot easier if she just threw the spellbook out the window right now. Her hand touched the handle as she looked at the book in her hand and she thought about doing just that. Just letting it all go and having a summer trapped with her doofus of a cousin and the Grandfather that she loved with all of her heart…

She looked at her Grandpa as he gave her sad little glances. He was the kindest man she'd ever known and that would have been enough for her even if she never found out about the rest.

Even if she never learned that he was a soldier and was almost the first man on the moon and was so tough that aliens wouldn't let him off the planet. She looked at him and she tried as hard as she could to see any of that in the man sitting next to her.

She tried to see the man that monsters were afraid of, but all she saw was the red Hawaiian shirt that he somehow still thought was cool and the gut that he somehow had despite all the natural – and inedible – food he ate. She tried to see the soldier, but even after all she'd seen him do, Gwen realized she couldn't.

Her grandpa was tough and brave, but when she saw him she saw the man who always had some candy for her, who always made time to listen to her, and was the only one who made it to every one of her tournaments and recitals.

She couldn't see him as a hero now, because he'd always been one to her. Nothing she found out about him changed that.

She just never knew how big of a hero he was, and that was something she never would have known if she hadn't spent the summer with him, if it wasn't for the magic and the watch and all the bad guys. Her hand slipped away from the door as her eyes went to her Grandpa. None of this was what _he_ planned either, but she wouldn't have changed a _thing_.

Gwen just wished that she had a spell that could show him how much he meant to her, but all she had were some words - "Thank you, Grandpa. It was a great trip," and they didn't seem like anywhere near enough.

But maybe it was enough for him, because his face glowed. "You're welcome, honey." His smile faded as he looked down at the book she still had in her hand. "I already talked to Ben, but…"

Gwen pulled the book to her chest and stepped back. "Grandpa!"

She watched him run his hand through his hair as he let out a breath. "It's dangerous, Gwen. that book… If I could figure out how to get the Watch off of Ben wrist, I would take it off today, but..."

But he couldn't. Grandpa didn't have to say the words because she already knew them. She'd watched him try to figure out how to take the Omnitrix away in the moments where things were quiet and Ben would let him and nothing every worked. She knew that just like she couldn't let him say the words she knew were going to come next.

"I know. Trust me, the only spelling I'm going to be doing is in English class, but it's mine. I want - " She looked down at the book and ran her hand over the cover. It looked so normal sometimes, but inside… " - for one summer I was amazing. We were amazing, even if it was just us trying to keep Ben out of trouble, and I just want to…"

"...okay," Grandpa said after a minute as he looked over at her again and she didn't know if he believed her or not, but she knew that the fight was over, just like that. It was just one of the reasons she loved him. "And the heroing?"

"In _Bellwood_?"

"Gwen?"

"No. No heroing. Someone else can do that." He waited until she finally sighed and rolled her eyes. "I promise."

"Good," he said with a nod as if that was that. And it was, with her Grandpa it was anyway. "And it wasn't the book or the magic, Gwen."

"What?"

"The spells didn't make you amazing, Pumpkin. That was just you."

"Grandpa," Gwen said, her voice catching.

"I'm so proud of you. I never say it enough, but I've always been so proud of you both."

Gwen couldn't find the words. She knew so many, but there weren't any big enough. So she just got up, wrapped her arms Grandfather so she could give him the biggest hug she could and kissed his cheek.

And the big man laughed and stopped the Rust Bucket right there in the middle of the street so he could hug her back. It lasted almost five seconds before people started to honk, but it didn't matter. He gave her another look as he started to drive and added, "Ben's lucky that he has you looking out for him."

"Wish he would act like it," Gwen said with a frown. Ever since they got back he'd been… "I better check on him. He probably hasn't packed anything yet."

"Yeah," Grandpa Max said, his smile fading, and then he got a sparkle in his eye. "Make sure he'd packed his socks, will you? Last year he left a pair stuck inside the bunk and I thought a skunk had snuck in."

"Ew!" Gwen shuddered. "He better have! I'm so not touching them. Not even with the tongs."

"Just as well. I threw the tongs out after the last time."

She grabbed up the book she'd left on her seat and ran her hand over the cover again. "Maybe there's a jinx in here that would give him a normal nose, just so he can find out how gross he is."

"Go easy on him, Gwen."

Her only response was a flash of teeth as she turned and hurried back to the little compartment in the back with their bunks. If she was very, very lucky, he was asleep and she'd get to wake him up. There was a cup waiting by the sink already and everything...

But he wasn't sleeping. He was just lying in his bunk and staring at the blank ceiling above him. As she watched his right hand went up and brushed against the Omnitrix on his left arm. His fingers traced the dial on the front. He didn't try to activate it. It was like he just wanted to feel it, to remember that it was there.

She hugged her spellbook closer to her chest as she watched him. She'd learned so much about her Grandfather over the trip, but that was nothing compared to what she had discovered about the boy lying in front of her. Like how he was at least TWICE as pig-headed as she thought.

And that he was probably the bravest person she'd ever met.

She stared at him as he laid there in his cargo pants and white shirt with the black lines that she could have sworn was the only one he owned and tried to find the words to say…

She didn't even _know._

And she didn't figure it out before he looked over and they both jumped as their eyes met. She shoved her spellbook back into the little pocket that she had in her pajama bottoms even as his hand shot away from the watch like it was red hot and they just stared at each other.

"Well, you're dressed at least." Gwen finally allowed with a grumble as she wrapped her arms around herself because she was still in her pajamas. Not that it mattered, she could get changed after they dropped him off.

He grunted as his eyes went back to the ceiling and hers went to the floor.

They didn't stay there for long. Not when she saw the mess of clothes and comics that were just piled up on the floor around their bunks. "And are you planning on packing anytime soon? We're almost back to your house!"

"It'll only take a second," Ben said with a shrug and a yawn that was _way_ too big to be real.

"A second?" Gwen said with her nose up at the mess as everything she wanted to yell at him jumbled in her mouth. "School starts on Monday and it'll take you that long - !"

The doofus sat up and glared down at her like he was the king of the junkyard he made as he started shouting, too, "I bet you just can't wait to get back to all that nerd stuff! After everything that - "

"It's better than picking up after you! Grandpa can't take me _home_ until you _pack,_ doofus _!_ " Gwen shouted as she gave the mess a kick that scattered clothes and comics across the floor. "And we're not helping you either!"

"Hey!" Ben rolled out of his bunk and dropped to the floor with a thump. "I said I'll get it!"

"Sure you will. It's not like we have that much more time - "

She thought she saw him wince at the words, but he was probably just worrying about his stupid comics again. "Hey, I'm just counting the seconds."

"Well, so am I!"

"I've been counting since I saw you in the Rust Bucket!"

"I've been counting since Grandpa told me about the trip!"

Ben blinked at that - probably because she'd been warned and he wasn't - and then he took a big step toward her declared, "I've been counting since you ruined my birthday!"

Gwen huffed at that and took a step forward herself. "I've been counting since YOU ruined MY birthday!" She shouted as she jabbed her finger into his chest and glared into his eyes. He glared right back - and she blinked as she remembered him in her bunk last night, his arms around her and his voice in her ear when she woke up from the nightmare and how the worry and guilt that she saw in his eyes then sent her running for the passenger seat because she hated making him feel like that - and this wasn't how she wanted the summer to end but everything they said to each other had been going wrong for the last few days and -

And they both spun away.

Gwen stomped her way back up to the front, passed her luggage that she'd packed last night, while the bunk springs squeaked behind her as Ben dropped into it. Her bunk, because she didn't hear him climb into hers, and she shoved her hair off of her face and gritted her teeth at the thought of his feet on HER bed. "Bozo!" she shouted without turning back.

"Dork!"

She went back to the passenger seat and collapsed into it. She hugged her arms to herself and kicked her foot back and forth in annoyance.

"That went well," Grandpa Max said with an edge of laughter in his words.

Gwen just blew her bangs out of her face and tried to figure out what he thought was so funny about Ben being a jerk. She tried and tried and then her stomach clenched as they turned down a way too familiar street and she almost got up, almost ran back…

She might have, if she hadn't seen a familiar green Corolla parked in Ben's driveway and an even more familiar couple standing next to Ben's parents on the porch. Gwen gasped when she saw them and Grandpa barely had the Rustbucket parked before she was out the door and running. "Daddy!"

"Pumpkin!" her father laughed as he spun around and scooped her up in his arms. He spun her around and then he squeezed her almost as hard as she squeezed him and it felt so good.

Good enough that she buried her face in his shoulder so hard that she was sure that she was going to have the imprint of the buttons on his suit coat imprinted in her cheek when she let go and she do didn't care. "What are you doing here?" she asked into his shoulder as her stomach twisted. "I thought…"

Her father's eyes sparked under his glasses as he looked down at her. "I know that Max said he'd drive you home, but it's been three months since we've seen our Pumpkin and we didn't want to wait anymore."

Gwen blushed and grinned and hid her face again. "Daddy!"

"I see how it is," her mother sighed as she stood there and watched them both. "Ignore your poor Mor after I stood _here_ and waited all morning, too."

Gwen's stomach tightened as she finally let her father go and went to hug her mom. "You didn't wait that long, Mom."

"If you say so," her mom said as she pressed a kiss into the top of Gwen's head as they hugged. Then she pulled back and gave Gwen a look as she wrinkled her nose and smiled a little smile. "Look at you. It's after nine and you're still in your pajamas _and_ running around outside barefoot. I knew your grandfather would spoil you, you Silly Bean."

"Grandpa didn't!" Gwen started as her toes curled against the wood deck as she hugged herself and her eyes darted to the houses that lined Ben's house. She hadn't even realized, but now that she did…

Gwen hugged herself so she could hide the stupid cartoon cat and the even dumber magnifying glass that it was holding that was printed on her pajama top that _any_ of Ben's neighbors could see her wearing. If she knew a spell that would have turned her invisible she would have used it and it didn't matter _what_ she promised Grandpa. She felt like a such a dweeb, especially next to her daddy in his light gray summer suit and her mother in her sunflower yellow sundress, and her eyes went to the Rust Bucket. "I'm going to - " she started to say as she got ready to run back.

It would only take her a few minutes to unpack, maybe a bit more considering the mess Ben made, but…

She didn't make it a step before she felt a hand touch her shoulder. "Don't listen to your mom, Sweetie. You look fine and you're on vacation so you're _supposed_ to spend all day in your pajamas," a woman's voice called out, and then she laughed. "I know I do!"

"Aunt Sandra!" Gwen said as she gave her mom a look before she spun and hugged the tall woman waiting behind her. It was just a proper hug at first, just like the one that her mom gave her, but that was never enough for her aunt. The squeeze the hug turned into was tight and warm and Gwen barely waited a second before she buried her face in the woman's shoulder and just enjoyed it.

And so she wouldn't have to see the looks that she _knew_ the two women were giving each other over her head even before her mom sighed and said, "Of course _you_ do, Sandra. I suppose Max spoiled you, too, today."

That comment was just off enough that Gwen squirmed free so she could give her aunt a good look. She would have wondered if the woman came out dressed in jeans and a t-shirt from some old band Gwen had never heard of just to bother her mom - she wasn't even wearing _shoes_ and she didn't have any excuses - but she knew her aunt and some things never changed. That was just her.

Unfortunately.

Some things did, though. "You cut your hair!" Gwen said blurted out in surprise. The last time she'd seen the woman her bright blond hair went all the way down her back in a wild mane, but now it barely touched her shoulders and that almost looked tamed. "I love it!"

Aunt Sandra blinked before she grinned and touched her hair. "I did that months and months ago, but thank you, Sweetie!" she said with a laugh as she leaned over a whispered, "I got the idea when I saw you at your birthday party, but I couldn't make a hair clip look as stylish as you do so I settled on this."

Gwen couldn't help grinning as her aunt giggled. She just wished that her aunt's smile stayed for longer, but it melted away from the woman's face when she shot a look over at Gwen's mom's hair and realized…

Her mom's red hair was almost as dark a shade as her aunt's was bright, but somehow they'd ended up with almost the same style. Gwen wished she'd never mentioned it at all as her aunt touched her blonde locks and murmured, "Long hair is such a chore, but I've been thinking about growing it out again just so we can have _something_ wild around here."

That comment pulled a Mona Lisa smile out of her mother. "If that's how the wind is blowing today, Sandra."

Aunt Sandra didn't say a word back, even though her lips turned into a white line. Not to her mom, anyway. She knelt down instead and grinned as she pulled Gwen into another hug. "You really do look like you had fun, Sweetie. I'm so glad you did. It must have been so nice to get away."

"Aunt Sandra!" Gwen said, her voice going high as she looked over her aunt's shoulder and watched her mom's brow crease.

Her aunt saw it, too, but she just laughed again before she pressed a kiss into Gwen's hair. "You worry too much, Sweetie. We've had a lovely visit while we were waiting. Isn't that right, Carl?"

"Yeah, it's been great catching up with my brother." Uncle Carl said. He was in jeans and a t-shirt, too, but he must have been working on something before everyone got here, because he smelled like sawdust. He was smiling, too, as he reached over and ruffled her hair like he always did. "Hey, Honey Badger, did you have a good time?"

"Uncle Carl!" Gwen complained as she reached up to fix her hair like _she_ always did, even though she knew it wouldn't stop him from doing it again. "Daddy, help!"

Her father gave her one of his small smiles. "As if your uncle listens to me."

Her mother and her aunt were night and day, but her daddy and her uncle… Her mother whispered to her once that it was like someone cut Grandpa in half and that's how her daddy and her uncle were made. Her uncle got Grandpa's laugh and skill with his hands while her daddy got everything else with her grandma's love for reading and the eyesight that came with it sprinkled on top. The only thing that they really shared was the brown hair that every Tennyson had but her.

She touched her bright red hair and hid a smile as she looked at the two men. Her daddy was just as neat as always while her uncle's looked just as allergic to a comb as Ben's was and she couldn't even _imagine.._.

"I listen plenty, Frank," her uncle said with a wave of his hand. "I'm just glad that _you_ listened for once. It looks like some time off was just what the kids needed."

"Our daughter _earned_ a vacation, Carl - " her mom said as she knelt down and pulled Gwen into another hug. Her voice glowed with pride and Gwen basked in it. Then the pride in her mom's voice twisted into something else as she added, "- and I'm sure that Ben did, too. If you want I can tell you where I got the frames for all the awards Gwen earned last year so you can hang up his, too."

Gwen grinned into her mom's shoulder at that. Ben getting awards at school? Maybe for most naps, but besides that...

Even her aunt and uncle knew it. She couldn't see their faces, but the silence spoke for itself. And it was the only thing she didn't get all summer. Not with Ben, not with him always trying to prank her or play with his stupid Watch while she - she didn't even know why she tried to talk to him before they got here. It wasn't like he ever listened. She just wanted to say…

Her mom eased up on her hug, but she didn't let go of Gwen's shoulders. She looked into Gwen's eyes and asked, "So… three months with your cousin. Do I even want to know?" Her mom's blue eyes twinkled as she asked and Gwen knew it didn't matter what she said, her mom already knew.

So she told the truth. "It was okay when the little freak behaved," and it felt so good to just say it.

For a second, anyway.

"Be nice," her mom scolded even as her lips twitched.

Aunt Sandra gave them both a look and Gwen didn't know which was worse, the glare her aunt gave her mom or the disappointed look she got, before she turned her back on them both and took a step towards the Rust Bucket. "Where is my Ben?"

The side door flew open and everyone turned, but Grandpa Max came out instead with Gwen's shoes in his hand. "He's fine, Sandra. They just had a little fight this morning."

"Thunderdome." Gwen heard her uncle say as she grabbed her sneakers out of Grandpa's hand and slipped them on.

"Two men enter, my little girl leaves," her dad said and she didn't even try to hide her smile when she heard it. Just like her aunt and her mom didn't try to hide rolling their eyes.

"It wasn't that bad, Frank." Grandpa Max raised his hand and smiled as he said it and Ben proved it was only a little bit of a lie when he jumped out of the Rust Bucket a second later. "See? All limbs accounted for."

The boy was still scowling when his feet hit the ground. If anything he only looked madder when he saw her parents and Gwen was sure that she was the only one who heard his muttered, "What are _they_ doing here?"

She had to be because no one yelled. Not even her, even if she tried to give him the glare he deserved if only the corners of her mouth would behave.

She almost managed it when Aunt Sandra nearly knocked her and her mother down when the woman rushed over. Not that Gwen was complaining. Watching Ben squirm out of his mother's hug was the best thing that had happened that morning.

Especially when his face went tomato red.

The only thing that spoiled it was the fact that he refused to look at her. And what was the fun of smirking if he didn't see it?

And then her smirk died as her aunt lifted Ben's left arm to get a better look at the alien watch on it and asked the one question she'd been dreading for three months. "What's this?"

Gwen bit down on her lip as ten thousand butterflies all took flight in her stomach. Ben pulled his arm back and he tried to act so cool, but she could see his eyes dart to Grandpa. She knew that the… It wasn't quite guilt, she didn't know what it was, but she knew it was written all over her face and Ben's and she just knew that if her dad asked her it would all spill out, the alien device and the magic and the heroing and she hated it because she knew that their parents couldn't deal with it. They'd known that since the first night and she thought that the first call home after would been the worst, but her parents couldn't see her then and they were looking _right_ at her now and she had to lie and she didn't know if she could and...

"A watch," Grandpa Max said like it wasn't anything at all. "He picked it up when we first headed out. I can't make heads or tails of it, but you know kids. He loves it."

Aunt Sandra looked at the complicated band on Ben's wrist with more than a little worry. "It looks expensive…"

"Hottest thing in the galaxy," Ben said, and she knew that he said it without thinking because it was him and because his immediately ducked his head.

"Dad," Uncle Carl said, stepping up to take a look. "We've told you not to spoil him."

"It wasn't all that much, a friend helped me pick it out. Besides, can't a grandfather spoil his grandkids these days?"

"Maybe you should go put it up in your room, Ben."

"He's had it on all summer, Carl."

"Yeah, dad. And look, not a scratch." Ben's words tripped over each other as they came out.

Ben's parents looked at each other for a moment, before his father finally shrugged. "As long as you take care of it."

Gwen saw him take a sigh of relief, and even she felt better now. Grandpa Max's face stayed exactly the same. She tried to give Ben a happy wave, but he still refused to look at her.

"And what did you get, Gwen?" her mother asked.

Gwen's heart froze as she watched her mother get ready for a fight. Grandpa Max had got plenty of things for her, clothes, books, but they were all packed up. And none of it was as nice as the Omni…

"Grandpa got me a really cool book!" Gwen said the words in a rush as she pulled the spellbook out of her pocket. Gwen took a deep breath as her mother took it from her hands and started flipping through it. "We found it in a pawn shop down in New Orleans. Grandpa thinks it's over a hundred years old and it belonged to a - a doctor…" She fought her tongue with every word, but she just couldn't stop the words from rushing out. She barely caught herself at the end and she didn't dare glance over to see if the doofus was smirking at her almost slip up. Not while she was watching her mom eye the strange words and even stranger drawings and praying…

"It's beautiful, honey," her mom finally said with a nod before she closed the book and traced her fingers over the circle in a square gold pattern stitched in to the purple leather before she handed it back as she gave Grandpa a little smile like what she was going to say next was an old joke between them, "You always had a good eye, Max. For everything but clothes and R.V.s anyway."

"I like what I like, Lili," Grandpa said with a happy grin before he nodded at Gwen, "but I can't take credit. Your little girl spotted that all on her own."

Spotted it and stole it in the middle of a fight.

"You know she gets that from my side of the family," her mom said as she gave Gwen a pat on the shoulder and Grandpa laughed the laugh Gwen wished she could let out without everyone asking a lot of questions. "Still, thank you for getting it for her. Take care of it, Gwen. It's something you'll treasure for years."

And just like that, the tension finally broke.

"Would you guys like some breakfast? Dad? Frank? We can whip something up quick" Uncle Carl asked with a grin that looked so much like Ben's as he turned and waved at the front door.

Gwen shared a secret shudder with her mom at those words, but it was her dad that saved them. "Sorry, Carl. Traffic's going to be murder as it is, and I'm sure Gwen can't wait to see her room."

"And get out of these clothes," Gwen said as she brushed at her pajama top even though it wasn't the one she was thinking of. "It feels like I've been wearing the same thing for - " And then she stopped herself as what her father said sank in.

Grandpa Max was there in a heartbeat and pulled her into a hug before the first tear could fall. "Don't be a stranger, Gwen," he said into the top of her head. "I want to know how school goes next week."

"You know I won't be, Grandpa." She buried her face into his Hawaiian shirt. "I'll see you on Monday? You could drive me to karate and I'll - "

Grandpa went stiff under her arms, and then he felt his hand brush her hair as his voice got thick with tears. Not that he would. Not Grandpa. "I wish I could, Pumpkin, but I've been gone for three months and there are some things I've put off for too long already..."

"Oh," Gwen whispered into his shirt as she tried so hard not to embarrass everyone by crying.

"I'll try, but even if I don't make it I want to hear all about it. You have my number." She just nodded because she knew that if she said _anything… "_ That's my Pumpkin."

No one said anything for a long time as she she held on and Grandpa just stroked her hair, then she felt a hand on her shoulder and her mom say, "We have to go, Gwen," in a soft voice.

Gwen just nodded as she squeezed her Grandpa one more time before she let go. No one looked or said a word as she wiped her eyes. Not even the doofus and it only took a second to figure out why.

"Ben said that he had to get something," aunt Sandra said, her voice shaking just a little. For the first time that morning she looked embarrassed as reached out and squeezed Uncle Carl's hand, "He'll probably be back down in a few minutes and I know that he wants to…"

"Can we…?" Gwen started to ask as her mom.

"We have to get going," her mom answered with a shake of her head as she looked at the house. Then she tried to smile as she looked back. "We have a lot to do before school starts. Your new books are waiting for you to drool all over them and you have to try on your new uniform before Mrs. Rodriguez closes today."

"But..." Gwen tried to stall as she looked around for her daddy. If she found him, she was sure that he'd -

But he was coming back out of the Rustbucket with her suitcases in hand and a look that said he was already on the road in his head. Gwen didn't even try to fight when her mom wrapped an arm around her and led her to the car.

But she kept her eyes on Ben's front door the whole time, just hoping…

But it didn't. Not when she got in the back seat that seemed so small, not when the car shook as her dad put her suitcases in the back, and not when he pulled out of the driveway.

She spun around and kept staring out the back window and she waved at her Grandpa and her aunt and uncle until the house disappeared, but she never took her eyes off of the front door.

It didn't matter.

"Sit down properly, Gwen," her mom sighed, then she smiled and reached back to give Gwen's leg a squeeze. "And you don't have to look so sad, you Silly Bean, you'll see your Grandpa again soon enough."

"I know," Gwen whispered as she swallowed hard and stared for just a minute longer.

"You did have a good time, right, Gwen?" her daddy asked.

"I guess so," she answered as she sank into her seat and tugged on her seatbelt.

"Good," her mom said. "Did you see anything interesting?"

And just like that, the butterflies were back…

\- o - o - o - o - o -

Later that night, Gwen laid on her bed and watched her alarm clock make its slow journey to two o'clock. She was exhausted, but nothing she did would let her go to sleep.

She'd tried skimming through her new textbooks, all neatly stacked on her desk next to the color coded schedule her mother had made for her that showed everything that she had to do before school on Monday, but she'd even given up on her science book after she caught herself reading the same page for the third time. She gave up on the Grimoire even faster. The faded text seemed to dance in front of her eyes before she finally shoved it into her nightstand and turned off the light.

And stared at the ceiling for a solid hour.

There were so many things about her house that she'd forgotten. Her house smelled so clean. There wasn't even a hint of gas - from either the Rust Bucket's or Ben - or aroma of fresh octopus or meal-worms. There was just nothing with a hint of lemon.

She had a dresser to herself again and a closet that was all hers instead of theirs. She looked at all the clothes that she left behind, at all the styles and colors and she just wore the same white pants and blue kitty shirt that she wore all summer anyway until she had to go to bed.

In a bed that felt _way_ too big. She had room to roll over. She had room to roll over three or four times. She almost felt lost in all of it. Maybe, maybe in the morning she would talk her dad into pushing it against the wall under the window.

Those things were annoying, but that wasn't what was keeping her up. She thought that it must be the silence.

There was no hum from the air conditioner, or the odd creaks that the Rust Bucket would make all night long. Not that those were the sounds she was missing. She wished they were.

No, she missed the sound of Ben's… Not snoring. Not exactly.

It had been so annoying at first. Grandpa's was so much easier to ignore even though it got a lot louder. Ben's… itched at her. She'd nearly smothered him with his own pillow the first week they were together. Thank God that they'd gotten earplugs…

Earplugs that she'd forgotten about by the third week.

And now, each and every time she'd almost fallen asleep, she realized it was missing and woke back up with her heart pounding until she remembered he wasn't in the bunk above her any more. That he was in his own bed in his own house and that he hadn't wandered out in the middle of the night and gotten into some kind of trouble.

But she couldn't stop _listening._

Gwen rolled over and screamed into her pillow in frustration.

"Great, just great. Tomorrow I'm going to have to figure out where I put my tape recorder and find someone using a chainsaw just so I can get some sleep." she muttered the words just to keep the silence from getting to her.

It didn't help.

She was sure that the soft trilling sound she heard a minute later was just her brain playing tricks on her in the dark until it came back a second later and again a second after that and she _knew_ that she was exhausted when she realized it took her three rings before she realized it was just her cellphone.

And then her stomach dropped through the bed because she was home and the only people she could imagine using calling her now was Ben or Grandpa. And if they were calling her then…

Her mind raced and filled the space between rings with a thousand different horrors. Vilgax could have followed them back to Earth, could traced the Omnitrix again, could be at Ben's house even now. Or maybe Animo, or the Forever Knights or any of the dozens of bad guys they'd stopped…

The sheets tangled around her legs in her rush to get out of bed and nearly sent her sprawling to the floor. Some of her luck must have still been with her, because she somehow managed to catch herself and get her phone out of the suitcase before its fifth ring.

She barely glanced at the number before she stabbed down on the talk button. "Ben, is everything all right!? Who's…?!"

" _Dweeb_." The phone went dead almost before the word ended.

Gwen's jaw dropped and she stared at the phone in her hand for a long moment and the only thing she heard was her own heart pounding. Then she slammed her thumb down on the two and let speed dial take care of the rest as she jumped back into her bed and yanked the covers over her head with her free hand.

He didn't answer for the first dozen rings, and when the phone went to voicemail she hung up and dialed again. She was willing to wait all night if she had to. Or at least until his parents caught him, which would be even better. He wasn't supposed to be on the phone any more than she was.

"Doofus!" She giggled when he finally answered and hung up before he could say a word.

She slipped the phone under her pillow, sure he wouldn't call again but ready in case he did, and settled onto the edge of her bed to finally get some sleep.


	3. Going Home and Going Back to Normal Are Two Very Different Things

**Chapter Three: Going Home and Going Back to Normal Are Two Very Different Things**

_Gwen's House; Second floor, first door on the left_

_Bellwood, California_

_October 17th, 1998_

_2:10 pm_

Gwen stared down at her biology text-book and tried to study.

She did. She really did. Her eyes ran over the paragraphs and pictures and every few seconds she glanced over at her notebook to double-check what she'd written, but she couldn't focus on any of it. Not even with the multicolored highlights that she'd covered her notes with just to get her attention; red for the things that she needed to check again, orange for the things she was sure that the people she tutored would have trouble with, and green for things she knew that she knew. It made her writing look a bit like a Christmas tree, but she didn't mind. It was neat and organized and it made things so much easier for her when she had a test to prepare for.

Like now.

She tapped her pencil on the desk and tried to get into the biology of plants for the fifth time. It was almost fun during class when they were cutting samples up to look at under the microscope. Almost. She usually loved that bit, the chance to look at the world in a completely different way.

To see things that she'd never seen before.

She made herself start at the beginning again, made herself stare at each word in the book and this time she almost managed to get halfway through the first paragraph before her eyes drifted away. Usually she just looked out the window for a few minutes when she felt like this. That's why she had her desk under it to begin with. She always thought that she had the best view in the house even though the only thing she could see were the rose bushes in her backyard and the woods that stretched out behind the fence.

It was always relaxing, but it was beautiful now; with the bushes blooming with bright yellow roses as the trees changed color. Fall was always her favorite season just for the splash of colors.

Usually that was enough. Today she stared out her window, but she didn't see any of it. Instead her eyes went to half-dollar sized rock that was resting in the sun on her windowsill. It would be so easy…

"No, Gwen," she whispered to herself as she tightened her grip on the pencil until it creaked between her fingers. It almost hurt to look down again at her science book again, but she made herself. "The main parts of a flower are the stigma..." she read out loud to herself for the first time in years. She read out the entire first paragraph and then the next. Each word came a little bit quicker than the last until they were rushing out of her mouth. Once she actually heard herself she stopped so fast that she almost bit the tip of her tongue as she buried her face in her hands and moaned, "I sound like Ben trying to get out of doing the dishes."

It didn't make any sense. It wasn't like she was studying for her literature exam where it seemed like _every_ answer was right as long as she threw enough words at the question. This was science! She loved science and they were finally doing real science! The only thing she liked more were her computer classes. Last year she would have…

Last year. Last year her science classes seemed exciting. Now...

Now she was out of her chair and hurrying over to her nightstand before she even realized what she was doing. She squeezed down on the rock she'd scooped up in her rush like she could squeeze away the guilt that she felt building up with every step. She felt guilty right up until she actually touched the little brass knob on her nightstand drawer and pulled it open. Last year the stuff she learned in science was the most amazing things she'd ever seen.

Now it didn't even compare. She reached inside for the ancient spell book that was waiting inside and she felt...

The moment she touched the smooth leather she felt...

She didn't know how she felt. The only thing that even came close was her first karate class. It was almost two years ago, but she still remembered just how sore and stiff she'd been when it was over. She'd hurt so much that her mom had to help her into the car like she was a baby. Worse than that was the whole gross factor as sweat actually dripped off of her. Even thinking about it made her glance around as if someone was in the room with her, as if they could somehow still see just how disgusting she'd been. She should have hated it. She should have quit. Her mother was certain she would. There were a pair of ballet shoes waiting for her on the passenger seat when her mom came to pick her up, but…

But she had grinned all the way home even as she tried and failed to find a way to sit that didn't hurt. Then she spent the next two days just babbling about the class to anyone who would listen as she counted the seconds until the next one.

And that feeling didn't even compare to how she felt when she touched the spell book. How she felt every time she touched the book. She didn't even think about going back to her desk after she picked it up. She just got on her bed and crawled to the middle of it before she sat down on top of the cross-legged and set the book on her calves.

The half-faded words called to her as she flipped through the book. She mouthed along with the spells she knew even though she was careful not to actually say them. There were a thousand things she missed from the summer, but the biggest was the privacy. If she found a cool spell, all she had to do was ask Grandpa to find somewhere quiet so she could try it out.

That was so not an option now. Now the only place she had to practice was her bedroom and it so didn't work. It didn't matter how much she wanted to, she couldn't hide the noise the magic would make. Or the damage. Not just from when the spells went right, but from when they went all explody on her. It didn't matter when they were in the middle of nowhere, but she finally got her room the way she liked it and she wasn't about to mess it up.

Or give her mother an excuse to sneak something pink back into it.

Gwen flipped through all the spells she'd done and remembered the rush of them all. She'd have that even if she could never cast a spell again. It wasn't like the doofus needed her to save his butt anymore anyway, so she put the book away the same day she'd gotten home.

The adventure was over and she had homework.

She told herself that every day and the book stayed put away for almost a month. It stayed until one night when she wanted to remember what it was like to...

She went through all her usual spells in an hour before she started going through the rest. There were whole sections in the book that she never even had a chance to even think about. Things that were too complicated to do on the road or in a fight. Most of the incantations looked safe enough - maybe - but there was stuff like potions that were…

Grandpa might know where to get the ingredients, but she didn't. And she didn't even want to think about the smell they would make even before she started to prepare them. And then there were the rituals hidden in the back…

Just looking at the drawings next to the rituals made her face burn and she couldn't imagine why ANYONE would ever…

She was so, so glad that her mom never flipped that far back. If she had…

But there were other sections. Safe sections.

Like the one that she'd marked off weeks ago, which only took a small round stone and a sharp knife. The granite stone felt almost hot in her hand after the days she'd left it in the sun. She didn't know which President it came from when she'd scooped it up after the fight at Mount Rushmore, but it was just perfect for what she needed. She polished the stone until it felt as smooth as glass under her fingertips. Smooth except for the lines that she'd so carefully carved into it over the last three weeks.

So carefully, but not carefully enough. The band-aid around her left index finger hid the cut, but it still ached sometimes. Not that a little cut was going to stop her from making her first charm.

From being a charmcaster.

Gwen couldn't wait to see the silver-haired girl's face when she found out about the name stealing.

The six lines she carved into the gray stone looked almost random to her, but they matched one of the runes in her book perfectly. It looked so simple, but once she finished it the charm would glow like the sun when she wanted it to. Or anyone else. Invoking the charm was so easy even her cousin could do it. Not that she would let him.

If he wanted a charm, he could get his own rock and spellbook. Or he could get her a watch of her own. Not that either would ever happen.

Just the thought of her cousin made her itch as she looked down at the book again. The quiet in her bedroom felt so wrong as she double-checked the last spell she needed to finish the charm. She kept waiting for the dork to sneak up and scream in her ear, or throw something at her just to make her mess up, or list off all 65 episodes of Kangaroo Commando and their plots at the top of his voice again. He'd spent a whole day doing just that the first night after she 'picked up' the spell book. He was so lucky she didn't know any spells back then. If she had…

He knew it, too, which was why that annoying little grin of his never left his face. The only time he quieted down and acted human was when she started to say the words. He always loved that part, even if she knew he would _die_ before he admitted it. It was so obvious just from the way he always went so still and his eyes became two huge green saucers as he watched her. She knew he was just waiting for her to mess something up, but still...

After all the times he'd shown off with that stupid watch of his, she finally had a chance to impress him. She was finally the special one again.

She finished re-reading the book and wished that he...

She squeezed down on the rock for a moment before she brought her hand up and opened it. " _Et habitare vos faciam es estonia,_ " she said in a whisper and the magic surged to life around her hand.

" _Per voluntatem meam tibi do facultatem,_ " Her voice was louder as said the next words in the ritual. Her brain itched with the need to understand the words she was saying even as the magic danced to them. She watched as the blue energy wrapped itself around the polished stone and made it rock in her hand just before it lifted the stone free entirely. The soon-to-be charm floated just above her palm and spun as little sparks of power danced between it and her skin. They should have hurt, but she just wanted to laugh.

" _ **Et per nomen tuum iubes mie!**_ " she said those final syllables and the words seemed to echo off the walls. She watched as the blue energy soaked into the ancient stone through the lines she'd carved until they pulsed with their own light and kept glowing even as the aura faded away and it dropped back into her palm.

She'd done it.

"I am beyond good!" Gwen laughed. She could almost feel the magic in the rock waiting for her to invoke it and it was too much. " _Shinne die luminis!_ " she said, her voice racing with excitement.

And the gray stone glowed with the warm light of the afternoon sun right there in her palm. She squealed as she held it and started a little dance as she sat there on the bed. "Who's the charmca - !"

The words vanished in a surprised shriek as the rock exploded in a blinding flash of blue light. She felt the tiny bits of gravel hit her face and heard them bounce of the walls as she tried to blink away spots in the quiet after.

Quiet except for her quick breaths as she stared at the air where her charm was just a second ago. It shouldn't have... Everything she read said that charms didn't do that and she didn't…

And she didn't even know what she did wrong.

That's what really hurt. She turned to her spellbook and stared at the words written inside. It looked so simple and she'd been so sure that she had it. Unless she mispronounced a word. Or something was wrong with her carving. Or -

She could have Ben-ed it up in so many different ways. She could almost hear him laughing at her and she just wished -

There was a whole file on her computer that she'd filled up with questions that she wished she could show someone. No one else learned magic by reading a stolen book and trying to say the words until something happened, she was sure of that. For all she knew, none of the spells she cast even worked right. She might have just gotten lucky so many times and thought that she'd done a good job or... or the magic felt sorry for her. She didn't understand any of it and she just wanted SOMEONE she could -

"Gwen?"

Gwen knew that names had power and hearing hers right then proved it. She thought her heart was racing after the spell exploded in her face, but that was nothing compared to how it was hammering now. It only went faster when she turned around on her bedspread and saw her mother peeking in through her bedroom door. "Mom?" Gwen whispered through a dry mouth as she clutched the spell book to her chest. Her bedroom door didn't have a lock. It never had one, and she never even thought about asking for one.

She was thinking about it now.

For just a moment, she was sure that the secret was out. She'd thought it right up until she saw her mother's face. She'd imagined telling her parents about the magic a thousand different times, and she'd imagined a thousand different reactions.

Worried never came up. Not even once.

Her mom's eyes were full of worry now as she slipped through the door and closed it behind her. "Gwen, is everything okay?"

Gwen was so relieved that she nodded a dozen times before she finally got her mouth to move. "Yeah, Mom, I was just - "

"Studying?"

"Yeah," Gwen said as she hugged the spell book to herself. Whatever relief she felt shrank away with each step the woman took towards Gwen's desk. "I just needed a bit of a break." The words came out as small as her excuse as she watched her mom stop and look down at the textbook.

Which was still on the first page of the chapter. She never even turned the page. She'd been trying to study for an hour and she never even managed to turn the page.

She couldn't hear her mother sigh, but Gwen knew that she did just from the way her mother's shoulders moved. It would have been easier to hear the sigh. "You're taking a break a little early today, aren't you?"

Gwen's shoulders slumped and she pulled herself to the edge of the bed with one hand while she tried to hide the spell book against her chest with the other. "I know. I just needed a couple of seconds to clear my - "

"Just stop, Gwen," her mother said and Gwen froze. Froze and then shrank a little as her mother turned and stared at her. Stared and ran her hand through her hair. It was a move that Gwen had watched her mother make so many times when a clerk misplaced something or the lines at the bank were too long. It was intimidating enough on its own, but her mother's red hair made it so much worse. It was only a few shades darker than Gwen's, but somehow it always looked more like fire than Gwen's ever did. She waited for her mother to say something - anything - but she just stood there.

Stood there and thought. Her mother always had storm-cloud blue eyes, but Gwen swore that she saw lightning in them now.

Finally her mother moved and Gwen almost grinned with relief. Almost. Her half-smile became an open stare as her mom came over and sat down on the very edge of Gwen's bed. Ben's turning into aliens was almost normal compared to that. Her mother brushed at the wrinkles in her skirt, or where the wrinkles would be if there ever were any - the clothes wouldn't dare - before she opened her mouth. Gwen braced herself for a lecture, but instead she heard, "What's going on, Honey?"

"Nothing!" Gwen said, her voice almost a squeak, as she sat up straight and waved her free hand over at her desk. "I just - "

"Gwendolyn Rose Tennyson," her mother cut her off with a shake of her head and the lie died in Gwen's mouth. Full names were bad enough, but all three? She never got all three names. She looked down at her knees, but she could still feel her mother's eyes on her. "What's going on?"

"I just..." Gwen said as she clutched a little tighter at the spell book. "I just needed a break."

"You've needed a lot of breaks lately." There wasn't any anger in the woman's voice, but Gwen didn't really think there would be. Her mother didn't get angry often. There was disappointment, though, and that was so much worse.

Gwen tried to meet her mother's eyes. Instead she just whispered, "I know."

Her mother didn't say anything, but she did reach over. Gwen almost bolted when she touched the spell book and she clutched it to her chest for another second before she let her mother take it. Her mother didn't open it this time, she just ran her hands over the cover. This time she heard her mother sigh, and it wasn't any better. "I know you miss your Grandpa, Honey."

Gwen didn't say a word. There wasn't a point because it was so obviously true. Even if her parents were blind, they'd still hear her on the phone with him every few days. She'd hoped to spend some time with him in the last few months, but he was always gone on the weekends. A part of her always worried, despite her Grandpa saying he was just seeing friends, but the rest of her…

She never thought she'd miss the Rust Bucket so much.

"Max always had a way with presents, even if he..." her mother started, but she cut herself off before she finished the thought. Her smile faded just a little as she held the book out and it was all Gwen could do to not snatch it back. "And I know that school isn't anywhere near as exciting as your summer was, Honey. So does your father. It's okay that you feel that way. I would, too, in your shoes - "

Gwen tried to say something to that. Then she tried just as hard not to say anything. For just a second Gwen tried to imagine her mother on the summer trip. She would have given Ben a dozen lectures before they were out of the city, but beyond that everything would have been fine right up until the Omnitrix fell from the sky. After that, Gwen's mind just went blank.

If her mom noticed the look that Gwen was sure her face made, she didn't show any sign. "- but you've moped ever since you got back and it has to stop."

"Am not."

"I know its a Saturday, Gwen, but you've barely touched your homework. Last year - "

"Mom," Gwen whispered.

"Don't 'Mom' me." Her mother kept going even as she somehow managed to sound more disappointed, "Last year you would have been half way done as soon as you got home from school, if you weren't still at school tutoring or working in your clubs. And why aren't you - "

"It's just been a quiet week for the clubs. You know how it is between fundraisers," Gwen said. It was true, but it sounded so much like an excuse, even to her. "And no one signed up for help lately."

Her mom kept watching her, but Gwen didn't know why. "And no one comes over, either. You used to have friends over all the time, Silly Bean. I used to think that Marci-"

Gwen's stomach twisted until it hurt just from hearing the name. For just a moment she remembered a squeal of laughter and a flash of blond hair as she chased the girl around her bed and tried to grab some toy back from her. "Marci and I haven't hung out in years, Mom."

Her mother's face twisted for a second at the interruption, but only for a second before let the book go and reached up to brush some loose hair from Gwen's face. "She misses you, Gwen. Andi tells me that every time I see her."

Gwen backed away from her mother's hand and swallowed hard as she clutched her spellbook to her chest. "She doesn't. She so doesn't."

"I think her mother knows..." mom started before she caught herself. "You have to hang out with more people than just your Grandpa, Gwen. Max is wonderful, but he has his own life and you need friends your own age."

Gwen wanted to say something. She really did, but the words wouldn't come out. So she nodded and said the two words she was sure her mother wanted to hear. "Okay, Mom."

"Gwen - " Her mother started before she closed her eyes and nodded. "I just... I don't like seeing you like this, Honey. Or that you're blowing off your school work after all the hard work that we've - that you have put into it."

"I'm not," Gwen said. She tried for firm, but it sounded dangerously close to a whine even to her.

Her mother sighed and looked at the science book that was sitting open on the desk. "Then why did you bring home a B+ on your last science test?"

"Mom!" Gwen shouted as embarrassment mixed with anger and something else. "That test was _hard!_ And I still got - " the highest score in the class is what she tried to say.

Not that her mor gave her the chance.

"It was still just a B+, Gwen. Maybe…" her mother's voice dropped and her hands went back to worrying at the hem of her skirt again. "Maybe…" Gwen knew she must look like a deer in headlights as she stared at her mom, but she felt like one. Especially when the lightning left her mom's eyes and they darted away from Gwen's. She thought that disappointing her mom was the worst thing that she could do, but she'd never seen her mom lost for words before and it was like waiting for a bomb to go off. "Maybe we should think about pulling you out of Karate for a while."

"Mom!" It wasn't enough of a warning. Gwen grabbed her mom's knee and barely kept from begging, "I'll get it all done. I promise! Don't… Sensei says I'm his best student!"

"And what would he say about how you've been acting? About all of your 'breaks'?"

"He'd…" Gwen didn't think she could feel any worse, that there was anything her mom could say that would hurt as much as what she'd just said, but that… She could just see the look on her Sensei's face and hers fell. "I'll do better."

"No more breaks?"

"No."

"Okay," her mom said, and Gwen sagged in relief. She felt her mom's lips brush her forehead. "Okay. Call if you need anything, Honey. If you get all of your work done by dinner, maybe we'll watch a movie tonight."

"My pick?"

"I suppose." Her mother made a show of rolling her eyes, but her lips turned up a little. "If you get everything done. I'll see you in a bit?"

Gwen nodded and started to get up as her mother went back to the door. She was halfway to the desk when she stopped and listened as her father's quiet voice came up from downstairs. He never spoke up, but somehow his voice filled the house. Or his laugh did, anyway. She grinned just from hearing it even as she wiped her hands off on her pants. "Who's dad talking to?"

Her mother stopped at the door as her back went so straight that it had to hurt, but she didn't say a word. She stayed quiet for so long that Gwen started running through the list of people in her head that her mother didn't want to talk to but her father had to deal with. Deal with and laugh. It wasn't that long a list. Gwen lips started to move so she could ask what Uncle Carl wanted when her mom answered, "Your cousin is on the phone."

"Ben?"

Her mother's face scrunched up even as she nodded. "He wanted to talk to you, that's why I came up. Don't worry about it. I'll tell him you're bus - Gwen?!"

Gwen barely heard her mother shout in surprise as she slipped by the woman, her heart echoed in her ears as she raced down the stairs. The doofus was on the phone. She hadn't heard a word from him since the night she got home. If he was calling her now…

If he was risking her mom answering the phone just to talk to her...

She was sure that the end of the world would be noisy, but she didn't hear anything outside. She took the steps three at a time and her feet still weren't as fast as her imagination. Each step came with a new and bigger worry, and her fingers were white around the spell book when she finally bounced down the last step and raced across the living room to her father, who was standing just inside the kitchen with the phone to his ear. He was already grinning when she came running over, but it only got wider when he saw her. He brushed his fingers against his glasses, but he didn't hand over the phone.

"No. No, I never tasted anything that made your grandfather's food taste good. You don't have to save some to prove it, Ben, I remember what cafeteria food tasted like." Gwen tugged on his arm and gave her father her best sad puppy-dog look, but he still didn't hand over the phone. Instead his green eyes - eyes that matched hers. Her Grandma's eyes, Grandpa always said and she wished she knew for herself - sparkled as he watched her. At least they did until Ben said something that made him wince. "Oh, your mom made it? I'm so sorry. Get your father to slip you some lunch money then. He was always a soft touch when we were growing up." Gwen was just getting ready to scream when he winked at her. "I'll talk to you later, Ben. Here's your cousin."

Gwen didn't wait. She just yanked the phone out of her father's hand even as he let out another chuckle. A thousand questions ran through her head and she couldn't ask any of them. Not with her father standing right there. Not when she could hear her mom coming down the stairs. She couldn't even take it back up to her room. Her parents both had cell phones, but the house phone was something from the dark ages. She glared at the curly white cord that she was sure was the last of its kind on the planet with all the venom she could manage as her mind raced over all the things that they _should_ have done before they got home.

Why didn't they have any code words? They had the whole summer, they could have made up an awesome code.

"Ben?" She finally asked the only safe question she could think of as she strained her ears to listen. She felt a little better when she didn't hear anything blowing up through the phone. She could just make out the sound of kids talking, but no one was screaming. That was always a good sign. Almost, anyway. Unless Ben saw someone following him or -

Everyone else was calm, but Ben's voice was a panicked and annoyed rush, " _Gwen? Finally! Where were you?! I called your phone, but..._ "

"Mom and dad turned it off after I got back," she said as she glared at her father, who didn't even have the grace to look guilty. He just shook his head and kept smiling even as he mouthed the word 'no.' She'd spent a night fighting to keep it just in case something like this happened - not that she could tell them that - but they wouldn't budge. The only concession she got was that she could have one if she paid for one herself, which wasn't going to happen. Not on her allowance. She thought about charging the people she tutored, but - but they needed her help. How could she? "They said I didn't..."

" _Whatever_ ," he cut her off and the next few words came out in a blur, " _I'm in big trouble. Can I meet you somewhere?_ "

None of the questions mattered after that. Gwen grabbed for the kitchen bar and nodded even though he couldn't see her, "Yeah, I can. Is Grandpa going to…"

" _No time. This is urgent._ "

Her stomach dropped at his words and she strained to listen to the world behind him. She heard so many people talking, but no one was screaming, so that was good. And she didn't recognize the number on the caller I.D. She didn't have a clue where he was or - "How are you going to get here? You can't exactly ride your bike here. Is your mom…?" Gwen closed her eyes at the thought. She loved her mother and her aunt, but world ending bad stuff better be coming. That was the only thing worth the risk of throwing the two women in the same room together without warning. Especially after today.

" _No._ " She could almost hear Ben wince at the thought on the other end of the phone. " _XLR8. So where?_ "

Her stomach clenched. If he was going alien after Grandpa made him promise... And it meant that he couldn't come to her house. A big blue dinosaur would be hard to explain even if the bad guys weren't after Ben. If they were -

Thankfully, he must have realized that, too. She guessed that her cousin wasn't quite as oblivious as she thought. So, home was out. And so was any businesses. They needed someplace private... Somewhere private enough, but where no one would notice them, which meant... And her parents were _staring._ Her daddy looked like he wanted to laugh and her mom's frown had crossed over to a full scowl. Gwen shuddered as she turned her back on both of them and lowered her voice as much as she could so she could whisper, "There's a park about a mile down the road from my house. We can meet there."

" _Cool! See you in five_."

"Okay. I'll be in front of…" She stopped and tried to think of a landmark. She brought her free hand up to her eyes as she tried to remember what the place looked like. She'd been there so many times, but she'd never had to hide in it before. Why didn't he ever give her a chance to get ready? If she just had a couple of minutes she could get her laptop and look up a map of the park and... Did they need her laptop? Should she call Grandpa? Was he even back from Aunt Vera's yet?

" _Don't worry, I'll find you._ " And with that the line went dead.

It took every bit of willpower that Gwen had not to run out the door right then and there. She could already hear the clock counting down in her head, but she had rules to follow. She turned to her parents and tried to look as annoyed as she should after she talked to her cousin instead of half-freaked. "Mom, Dad, Ben really, really needs some help picking out a present for Uncle Carl's birthday. Can I...?"

"No," her mother sniffed as she crossed her arms. "No. I can't believe you'd even ask. Not after… And I know that Sandra doesn't care if her son is running all over town, but you have homework. Call him back and - "

"Mom!" Gwen shouted even though she was already thinking. She could slip out her window if she had to. Then it was one magic disk ride to the ground and... and she was so dead if she got caught. Not that it mattered. Not with Karate already gone. Not if it was hero time. "Please!"

"We just talked about this, Gwendolyn." She was wrong. Her mom could sound angry. "You've slacked off enough, and I'm not going to let you - "

"Go on, Honey," her father said. His voice was just as quiet as her mother's, but he always said he spoke that way just so his clients and the judges would pay attention. It must work, because it always got Gwen's. "And make sure he gets a good gift this time. Not that your uncle doesn't like all the video games that Ben's gotten for 'him', but he has enough to last a while."

He smiled, but her mother didn't join in. Instead the lightning was back as she glared. "Frank!"

"They spent all summer together, Lili," her father said. His voice was as calm as her mother's was upset. "We can pull her out of Karate if we have to, but don't you think that half of this is because she misses him, too?"

Gwen felt her mouth drop as she dug her toes into the carpet. "Miss _BEN_?" She wanted to laugh, but the thought was so wrong that she couldn't even start. She could roll her eyes, though, and that almost made up for it. " _BEN_? So don't. I just owe the little freak a favor."

"I'm sure," her father said even as his grin got bigger. He was _enjoying_ this? She knew that he loved teasing her, but still - There were _limits_!

Like _REALITY_.

Her mother shook her head and tried to keep glaring, but her lips were twitching, too, now as she tilted her head to the side and Gwen suddenly felt bad for everything she'd ever looked at through a microscope."He's on his way now?"

"Yeah. HIs friend's going to drop him off at the park and I thought we would find something nice at bookstore a couple of streets down - " She didn't know why she said _that_ and she kicked herself as soon as the words left her mouth. How did Grandpa make this look so easy? "- you know the one..."

"Ben in a bookstore?" her dad asked. His eyes always looked bigger through the lenses of his glasses, but now he looked almost like an owl. He shook his head in amazement. "That would almost be worth seeing, but I think Carl would like something from the hardware store next door more. And if won't matter as much when Ben gets you both banned for life."

Gwen shook her head even as the lie got bigger. "He's not that bad anymore..." He was so much worse. The last time Grandpa took them to a bookstore he managed to knock over three whole displays through his spazziness and got them all kicked out. She never even got a chance to get comfortable.

"Which means he might last ten minutes then?" her mom added as her scowl, but Gwen knew that this one was an act just from the way her lips twitched.

"Which means I have to hurry."

Gwen crossed her fingers and almost cheered when her mother nodded. It must have been the bookstore, her mom never could say no to a bookstore. "You're staying in your room tomorrow until your homework is done," Her mom said as her frown put up one last fight before it finally disappeared and her face spread into a smile of her own, "but if you tell your cousin we said hello, you can still pick the movie tonight."

"Thank you! " Gwen grinned as she gave them both hurried kisses on the cheek before she dashed out the door. Her eyes scanned the sky for any sign of spaceships or flying monsters or Santa Claus even as she clutched at her spell book. God only knew what kind of trouble Ben had gotten himself into, but she would be ready. After that, she was ready for anything.

As ready as she could be anyway. She really wished he'd said what was going on. What if she left something that they needed?

It usually took her three or four minutes to make it to the park, but she made it in two, and she only stopped at the entrance because she had to look around, not because it felt like someone was stabbing her in the side. She'd forgotten how big the place was. It always seemed so small when her family came to watch the fireworks. It wasn't anywhere near that crowded right now, but there were still too many people around. Most of them were grown ups jogging, but she saw a few kids her age or younger playing by the swings or just chasing each other around in the grass. She only winced a little as she watched them before she turned to follow the joggers down the paths as she tried to find somewhere to hide a big blue dinosaur.

Which ended up being a little clear spot that was almost tucked away at the edge of the park. It was almost invisible from the path because of a huge oak tree that was growing there that blocked most of the view, and the smaller trees and bushes that were scattered around it made the spot seem almost private. She ducked into it just as she felt a burst of wind race by her.

And then the black-and-white suited dinosaur was crouching under the tree and it didn't seem anywhere near as odd as it should. "What's going on? What do I need to do? Where's the bad guys?" Gwen asked in a rush as she ran up to him and yanked the spell book out of her pocket for a last second review.

"Bad guys?" The face mask pulled back with a click to reveal the scaly blue face and the confused eyes under it. "What bad guys?"

"What - ?" Gwen's mouth worked for a second as she waved her hands at him. "You said you were in trouble! Big trouble!"

"I am!" Ben shouted back as he grabbed at the backpack that was hanging by one strap over his left shoulder and tossed it down to the ground. He knelt and fumbled with the zipper with XLR8's left hand. It took a lot longer for the alien form's three fingers to catch because of the claws, but he finally managed to get the bag open. He dug around inside for something as he said, "I have a major math test on Monday and I'm going to be in so much trouble if I don't..."

"Ma…" Gwen cut him off as she stared, and then she glared. And then she smacked him on the back of his head.

"Hey!" XLR8 shouted in surprise as his hand went to his head and he nailed her with a glare. "What's that for?"

"A math test?!" Gwen hissed as she massaged the back of her hand. The next time she hit him it definitely wouldn't be in a spot protected by a helmet. Or as dense as his head. "I lied to my parents because you said you were in trouble!"

"I am in trouble! If I don't get an A I'm dead!"

"How," she said, and took a deep, cleansing breath. If she killed him up, her parents were sure to find out that she lied. "How can you be dead if you don't get an A? We've only been back at school for two months. Not even a doofus like you can be failing already."

"Well," XLR8 began when the Omnitrix started beeping and a second later Ben was standing before her. She gave him a look and she couldn't believe it. It had been two whole _months_ and it looked like he hadn't changed at all. Literally. He was still wearing the same green cargo pants and white and black shirt he'd been wearing the last time she'd seen him, even if the shirt was half hidden under a green windbreaker. It was so sad. The only way it would have been sadder was if she…

She'd meant to change. She had so many outfits, but... But her white pants and blue shirt were the most comfortable things she owned. That was the only reason she was still…

She shook her head and glared down at her outfit. Great. He found another way to annoy her.

He reached into his book bag again and pulled out his math book and his babble pulled her out of her thoughts. "I sorta got a bunch of 100's on my last few homework assignments and - "

"What?" Gwen couldn't help blinking at that. Or smiling at the news. "Congratula…." She started to say when she saw his eyes dropped from hers. "What did you do?"

"I didn't cheat."

"I never said you did."

"You were thinking it."

"Was not."

"Was so."

"Was…" Gwen caught herself. She was so thinking it. "You hate math. The only way you'd get a bunch of 100's would be…" Her next words were a hiss that would have done Vilgax proud. "Benjamin Tennyson! Wait until I tell Grandpa! We promised!"

"Hey!" Ben raised his hands and shook his head even as he glanced around. "Let's not go running to Grandpa for every little thing."

"You turned into Grey Matter to do your homework! After Grandpa told you not to use the Omnitrix in town! What if Vilgax detected it? Or anyone else? Do you have any idea how many people you put in danger?"

"I didn't!" He seemed to think that was all he needed to say, because he didn't say another word.

He was so wrong. "You didn't think? Yeah. Real newsflash there."

"I didn't put anyone in danger, all right?" Ben stopped at that like that was all he needed to say. She glared at him until he knew better. "Grandpa and I have been taking road trips to a Plumber base out in the woods on the weekends since we got back to try to figure out a way to keep this thing," he said and gently smacked the grey and black watch on his wrist, "from telling everyone in the solar system that I just used it. It took a while - and there's still some kind of signal we can't figure out, but it's barely there and Grandpa isn't worried about it - but this thing is super stealthy now. And yes, I am just that awesome!" He grinned, but the glare washed that away, too. "He had me turn into Grey Matter so I could look over some Plumber stuff to make sure and we were taking a break and I kinda, sorta glanced over at my homework and all the answers just popped up in my head. That and a rant about how useless prealgebra was. Besides, it's not like I really cheated. I AM the little guy!"

Gwen buried her face in her hands, leaned back against the tree and slowly slid to the ground. She should be annoyed. She knew that. And she was, she so was, but they'd been taking road trips without her? Without even asking if she wanted to go? She'd thought…

She never said a word, but she always called the three of them Team Tennyson in her head, but she must have been the only one.

"Well, I am!" Ben said, misunderstanding her silence. Another not surprise. "And who needs this stuff anyway? It doesn't even make sense! Who mixes numbers and letters together anyway?!"

"We're learning it so it makes sense! And that's what real math looks like!" Gwen said from between her fingers as she pushed the hurt away and concentrated on the important thing. That her cousin was a world-class doofus. "And you can't be Grey Matter in class."

"Yeah," Ben said with a sigh as he dropped down into the grass next to her. "Which is why I need to ace that test. Or else Ms. Drake's going to be all, 'cheater this, detention that.'"

"Which you are. Why should I help you?"

"Because we're family?" Ben asked with what he must have thought was a charming smile.

"I have my own homework to do, you know."

He waved that excuse away like it was the smell of millipedes being roasted. "Please, you had it all finished before you left school."

She should have been. She thought about staring at the text-book again and felt another wave of guilt as she realized that she was just as lazy as he was, not that Ben had to know that. "Well, I still have to review."

"Fine," Ben sighed and thought. "Because I'm a hero and now I know?"

"Swing and a miss."

He looked at her and his face fell. "BecauseI'lloweyouone?"

She grinned at him and nudged his leg with the toe of her sneaker. "What was that?"

Ben's eyes rolled. "Because I'll owe you one."

"Really?" Gwen asked and she drew the word out as she brushed a hand through her hair and stretched out her legs so she could wiggle her feet in front of him. "You know, my toenails could really use painting…"

Ben's face turned red as he glared at her. She could almost hear his teeth grinding together as he bit out the words, "So you'll help?"

She gave him the loudest sigh she could managed as she tucked her feet back under her. "Oh. I suppose."

Ben shoved his book into her outstretched hand as he gave her a too wide smile. "Thank you so much."

"Yeah, yeah," Gwen said as she set the book down on her lap. The moment her hands were free she turned and smacked him on the arm. "Cheater."

Ben was always a sympathy hog - she still remembered the sad show he'd put on when he had a cold just so Grandpa would feel sorry for him and the even more pathetic one he put on after when Grandpa made him cold medicine. _That_ made having to listen to all his moaning worthwhile and hilarious, or it was until he got her sick, too. Unlike him, she didn't need to pretend. She earned her sympathy - but the gasp he made overdid it even for him. "Oh, I barely touched…" She turned to glare at him, and spent half of a second trying to figure out how he managed to make himself go pale before she started to feel sick again. "Ben, are you okay?"

"Yeah, you just took me by surprise is all," Ben said with a forced smile. Some of the color started to come back and his hand cupped the spot she'd just hit. He didn't rub it, he just cupped it so that... "Now, about that test…"

"What's wrong?" she asked as her eyes narrowed to slits as she really looked at him. She'd been so exc - worried about being a hero again that she hadn't really noticed anything but his lucky shirt. Now she noticed everything. Like the green windbreaker he was wearing. "Why are you even wearing a jacket? It's not that cold out yet."

And if she didn't think it was cold, he really didn't think it was cold. That was argument #318 on the trip: who got to control the air conditioner. And if he wasn't cold, then the only reason he'd put the jacket on was so... "What are you hiding?"

He started to sputter as he looked for words, but she didn't bother to wait for an answer, or even for the question to finish leaving her lips before she grabbed for his sleeve.

"Nothing!" Ben shouted as he shoved her hands away. "Can't we just study?"

"If it's nothing why won't you let me see?" Gwen asked as she shoved the book out of the way and grabbed for the jacket again. She kept waiting for him to use his right hand, but he didn't. Instead he slapped at her with his left. He was just quick enough - and the Omnitrix stung just enough when it smacked her - to stay away from her hands as he tried to wiggle away from her. He was almost out of reach when the words, "You owe me!" tumbled out of her mouth and they both froze.

Froze and stared at each other. Ben in surprise and Gwen in dismay. She hadn't meant to say it. She'd been looking forward to making him paint her toenails. Sure, he'd do a horrible job, but the look on his face at just agreeing to do it was so delectable that she knew that his expression when he actually did it would have been something she'd have cherished for a lifetime. She even knew what shade of pink she was going to make him use. It was the brightest pink she had. She hated the color, but it was going to look so funny on his hands when he made a mess. And she knew he'd make a mess. It was a once in a lifetime chance and - "And I can't believe I'm saying this, I so can't believe it, but if you want me to save your butt I want to see what's wrong."

Ben stopped and stared at her. She could see the gears of his brain creaking as he tried to figure out if it was a trick. "That's it?"

Gwen sighed as she brushed her hand over her sneakers, but she nodded. "That's it."

He stared at her as his brow creased and his mouth tightened into a line. Finally he nodded and started pulling up his sleeve. "I was riding my bike home from school last week when I saw this guy grab an old lady's purse. I changed into Wildmutt and you should have heard him scream when he saw me coming at him. Dude was fast, too. He ran into an alley and went up a fire escape. I was jumping on to a dumpster so I could get pounce on him when the Omnitrix timed out. Dumpsters are harder than they look." He laughed as he said that like he thought it was a joke.

Gwen barely heard him. At first she concentrated on the way he winced as he pulled the sleeve up, but then she saw the bruise start. It was a sick yellow just above his elbow and turned into a mix of purples the further up her got. She'd seen some horrible bruises before from karate. It was a kind of ritual to show them off before class, and she'd had some that were hideous but she was so proud of. She'd never seen anything like this. By the time he had the jacket pulled up to his shoulder she couldn't hear anything over the pounding of her heart. Halfway between his shoulder and his elbow there was almost a line of dark purple. Her hand shook as she reached out and brushed her fingers against it, but she heard him hiss in pain and she yanked her hand back like touching it hurt her.

"It's getting better. I've put ice on it and everything. You should have seen it a couple of days ago." Ben rambled into the silence. "Besides, it barely hurts anymore. At least as long as no one goes around poking it, anyway." He gave her a sharp look as he started to pull the sleeve back down, but she caught his hand in hers.

"You could have broken your arm! You probably did break it!" She said and glared at him until he let his hand drop. Then she reached down and ran her fingers over the bruise again. He still gasped, but this time she didn't pull away as she traced the mark. It felt so hot under her fingertips...

"It's fine." He brushed her hand away and made a show of flexing his arm. He winced a few times, but everything did seem to work. "It'll take more than some old dumpster to stop this hero."

Gwen just shook her head. "Why didn't Grandpa take you to the emergency room, Hero?"

"Hey, look a math book. You love math, right? Plenty of math in here."

Her hands went to her mouth. "You didn't tell Grandpa?"

He gave her a shrug. A one shoulder shrug where he was very careful not to move the other and still he winced with pain. "It's no big."

"Of course it's big! It's way big! It's bigger than Way Big!" She nearly bit her tongue as she fought down the shout she felt building up. The last thing they needed was for someone to come over there and see what she was screaming about. She took a few deep breaths to calm down even though it only made her stomach hurt more. "Why didn't you tell Grandpa? Does he even know you're going hero again?"

"Of course he - " Ben said as he fidgeted and yanked the sleeve back down. Like he was smart enough to trick her. He might as well have had a big neon sign with the word liar on it over his head, it was so obvious. He knew it, too. She could tell by the way he exhaled. "I didn't want to bug him."

"You didn't... What's wrong with you? You need someone to watch your back!"

"I didn't during the summer."

Gwen glared at him even though it felt like he'd just slapped her. "We were always there, Ben. Maybe not right at the moment you got yourself into trouble, but we were right behind you."

Ben either saw the glare or maybe he heard the hurt in her voice – or he was only half the insensitive clod she thought he was - and he realized what he had just said, because his eyes went right to the grass. "Yeah, I know. But who am I going to tell? Grandpa's gone to visit Aunt Vera and I can't say a word about the watch to anyone else. No matter how cool it would make me at school."

Gwen wanted to hit him again. She wanted to so badly. If she could have reached his good arm she might have done it. "What about me? You know, Lucky Girl?"

"What about you?" The words should have hurt, but they didn't. He sounded more clueless than anything. "We aren't exactly roomies any more, or even neighbors."

"So? You managed to get here tonight, didn't you?"

"Yeah, but…"

"Either you take me with you when you feel heroey, or…" She closed her eyes and took a deep breath. She didn't want to have to say what she was about to say, it would get them all into so much trouble, but all she could see was the mess of bruises his arm had turned into.

No, what she saw was so much worse than any bruise. She'd imagined it so many times during the summer in the middle of the night after a big fight, but she always managed to ignore it because they never got hurt. Not really. Even when she almost... She didn't get hurt. Not like this. She knew that the bruise shouldn't seem worse than that, but it did and she couldn't just...

"Or I'll tell my mom and dad."

"You wouldn't."

"Would too."

"Please." He snorted at her as he shook his head. "We'd both be grounded for the next fifty years if our parents knew what we did over the summer."

"Maybe we should be." Her hand drifted back to his arm even though he covered it up. She didn't know why she had to keep touching it. Maybe that was the only way it seemed real, or maybe she needed the reminder as much as he did. "We did a lot of stupid things over the summer."

His face flushed an angry red as he smacked her hand away. "What? How could you... We helped people!"

"I know we did," she said as she took his hand to keep him from storming off, "but this isn't a game, Ben."

He stopped and grinned. Somehow he actually grinned. "It is to me."

"Ben..."

"Besides, can you imagine what they'll do to Grandpa if they knew?"

"We probably wouldn't see him again until we were eighteen." Gwen's heart broke as she said the words. Eight years. She couldn't imagine not seeing Grandpa Max again for eight years. She was only ten, and she couldn't imagine not seeing him again for what was basically her whole life. She couldn't imagine dealing with her parents alone for that long. She'd just talked to him on Monday and now that she really thought about it, she couldn't remember if she'd told him she loved him. She couldn't imagine him gone, but she couldn't stop either. Grandpa Max wouldn't want her to. "But he wouldn't want you getting hurt any more than I do."

"Well – I'll tell them about your magic book…" His green eyes were on fire as he yanked his hand free and pushed himself to his feet. "Lucky Girl."

Her's burned right back as she jumped up. She felt her hands tighten even as she saw him make his into fists. "Do it and I'll…" She tried to think of something horrible enough to threaten him with. Maybe brains of a toad. No, with Ben that would be an improvement.

The last time they'd fought – really fought, not just traded insults - they'd been seven. She couldn't remember what started the fight, she just remembered the fire and then all the screaming and crying that came after. That and all the band-aids that they'd both needed when their parents finally pulled them apart. 'Like two cats,' she remembered her dad saying, and she could never tell if he was proud or horrified or both. It was the last time they'd spent any time together except for a few minutes during Christmas break until the last summer.

And that was without magic or the Omnitrix. Now…

For just a second she imagined them fighting now with everything they learned. They'd trained together so many times, but they'd never really...

Her only thought was that it would be so cool to watch.

But if she knew that if they did, or if she let him storm off now it wouldn't be years before she saw him again. It would be never because he'd go out and get himself hurt. Or worse.

She couldn't even think the real words behind the 'or worse.' And she knew that if she wasn't ready to even name it, then there was no way she could face it happening. In a flash she saw Grandpa Max – she knew it would be Grandpa Max, not her parents or Ben's – as he knelt down in front of her and...

And he'd have the look on his face that she'd only seen once before. She didn't remember how old she was, but it was before she started school - it might have even been before preschool. All she really remembered about the day was the big bundle of yellow roses that she was carrying and that she and her mother spent the whole morning together picking out which ones to take from the bushes in the yard.

Her parents were so quiet as they walked on either side of her as she carried the flowers. Usually they pointed things out to her when they took her on walks, but they didn't say a word this time even though she'd never been in that park before and there were so many weird-looking rocks around. She remembered that, and how surprised she was when she saw Grandpa Max standing there waiting for them in front of a big and shiny stone with Ben and his parents. Ben was fidgeting in his mom's arms with a teddy bear in his until he saw her. She grinned back and almost went running to him as he started shouting, 'down,' but...

But she went to Grandpa Max first to show him the flowers. He didn't even glance at them. Or her. He was just staring at the stone and...

And the look on his face...

That look was as far as her imagination could go. It was as far as she prayed it would ever go.

It was as far as she'd let it go. Gwen forced her hands to relax as she stared at her cousin. "No, you won't, Ben. I'll tell them myself."

Ben froze in disbelief and she waited. He glared at her even as she looked at him. Finally, he let himself slump back against the tree. "I can't believe you. It was just an accident. A few bruises," he muttered as he shook his head.

"I know," she said. "But it could have been a lot worse." He looked at her, clearly not believing that anything worse could ever happen. He'd never believe it. If he believed it then...

If Ben ever stopped to think about the consequences, he wouldn't be Ben. He wouldn't, so she had to. She nodded and said, "I'm going home to tell them right now." With that she turned away. She turned, but she couldn't make herself start walking.

"They won't believe you."

"They'll believe me when they see me stick the television on the ceiling." She'd been dying to tell her parents the truth anyway, to show them what she could do. Maybe they'd be proud. They'd definitely be surprised. She clutched the spell book to her chest and knew that - either way - it would be the last special thing she ever did.

But Ben wouldn't be able to get himself into any more trouble, so she took the first step.

And then the next.

"Fine."

She stopped and turned back. "Fine, what?"

"Next time I'll come and get you." His voice went high as he parroted her words back.

Gwen swallowed hard. "You swear?"

"Yeah, yeah."

"Swear on your comics, Ben."

He whispered something that sounded a lot like a word that he wasn't supposed to know before he stood ramrod straight and slapped his hand to his forehead in a salute. "You can burn all my comics in front of me if I don't come and get you the next time I go hero. Now, can we please get back to the real problem?" he asked and waved down at the forgotten math book.

"Fine." She nodded and felt light-headed from the sudden rush of relief. She walked back to the tree and fell more than sat back down. She took a few deep breaths and picked up the book while Ben fished into his backpack for his notes. Her hand brushed against the grass and she made a face. "Okay, I want something else, too."

The look he gave her could only be described as public restroom dirty. "I am not painting your toenails! You said…"

"I know." Now that it was over she let herself sound a bit bitter over that, but that wasn't the problem. Instead she glared down at the green grass and her bright white pants. "But next time you need help with school you have to bring a blanket or something for us to sit on."

"What makes you think there'll be a next time?"

She flipped open his book and stabbed her finger down. "What's X?"

"Wha?"

"There'll be a next time."

\- o - o - o - o - o -

**Erico Omake**

_Omnitrix Log: Day 141_

"The human child uses my greatest creation to cheat on a mathematical assessment that my species could do while drunk. Note to self; why did you let him keep it again?"

**Notes for the Chapter:**

> Author’s Note: This is one of my favorite chapters from the classic version and it’s the one that needed the least re-writing from the original. This is also the only chapter that I can say that about. The real changes start next week. I hope everyone is ready!
> 
> And thank you to everyone who has left kudos! It means a lot!


	4. Promises to Keep

**Chapter Four: Promises to Keep**

_Drake Elementary School_

_Bellwood, California_

_November 9th, 1998_

_11:05 am_

" - can stop me from becoming the master of Zipangu, Tennyson!"

Those words came with the same evil cackle that they always came with and they met the same eye roll that they always got, even if Ben couldn't put his heart into it. His smirk was barely any more real as he said, "Jamie, dude, do _not_ bash my Sumo Slammer deck like that," and jammed his hands bit deeper into the pockets of his windbreaker. It felt so wrong, having to force a smile, especially after hearing _that._ He tried to give the boy next to him the look that he _deserved_ as they hurried down the crowded hallway, but his heart just wasn't in it and his brain wouldn't _shut up._

He should have been thinking about all the ways that he was going to make the dork next to him eat those words, not…

Ben shook his head. No, the dweeb could spoil his summer, but he wasn't going to let her ruin his lunch, too. So he forced the grin into a smirk as he pulled a hand free so he could shove the other boy just hard enough to make him stumble. "It brings the honor!"

"It brings defeat!" Jamie said with another evil cackle as he straightened his glasses with one hand and shoved him right back with the other. Then he spun and went through the lunch room doors backwards as he cackled, "Nothing can stand against my new Silver Wolf Form Kenko card!" before the doors closed again between them.

This time the eye roll was real as Ben straightened up and chased after him. He shoved the doors open so he could shout, "That card better be awesome after all that trash - "

And then he froze as he ran right into the boy's back in a lunchroom that was dead quiet.

It was even quieter than the one time Ben was left in there alone with a bottle of cleaner and a rag after a food fight that he _so_ didn't start. Not that he was alone _now._ No, the place was packed, but no one was moving. Not even the lunch ladies. They were all just staring…

"Jamie…" Ben said in a low whisper, but the boy stood there just as frozen as everyone else and Ben didn't know if he was confused or if whatever weirdness that was going down had gotten him, too. It didn't matter, not when he was already reaching for his left wrist and the alien awesome there that that was just waiting to save the day.

Still, it would be nice if he knew which hero he should pick to save the day. It wasn't hard to tell where the trouble was, everyone was staring at the same table - the one in the middle where only the coolest of the cool could sit, of course. Just for a second he thought about letting whatever was going on do its thing for a bit more, but he deserved that table and he couldn't get it if it was eaten or blown up or whatever - so he listened hard for clues and tilted his head and so he wouldn't see whatever it was straight on.

So he heard the ugly before he saw it.

"-robots were everywhere and people were screaming and running everywhere as they came after the President and I just knew that if I didn't do something… " Cash said. The lanky boy sat sprawled out on top of the cool table like it was his personal throne. He paused the story right there, paused until everyone leaned in and then he grinned and ran his hand through his greasy black hair. "So I picked up my baseball bat and went to _town_."

Ben heard the story a dozen times since school started and he knew it even better than that. It was his story after all.

And Cash was stealing it. Again.

"Were - were," a girl asked, and Ben could hear her stammer even though she was basically sitting right at Cash's feet. Julie McMartin stammered. The coolest girl in the whole school - a girl who Ben was sure wouldn't have admitted that Cash even existed last year - stared up at Cash like he was a star and stammered. God, there was one every time… "Were you scared?"

And Cash just laughed. "Scared? Heroes don't get scared. Those androids did, though, when they saw me coming for them."

And Ben bit back a bitter laugh that got him a dozen angry shushes. Even from Jamie, but Jamie at least saw Ben's glare and just like that the spell was broken. At least until Cash told the story again, which would be way too soon.

"We can hear the story again later. Let's grab our table and I can show you just how much you… Ben?" Ben gave Cash one last glare before he spun around and kicked his way through the door. "Ben?" Jamie asked as he scrambled after.

"Lost my appetite, dweeb."

"Dweeb?" Jamie said with a blink and a glare.

But Ben just shook his head. "Yeah, yeah. I know I shouldn't… Did you see them all staring at him? It's Cash! He's stolen from almost everyone in that room and they're drooling over him! He didn't even - !"

"He's an ass," Jamie agreed with a nod. Then his hand went to his glasses again and he gave Ben a look. "But…"

"But?" Ben growled out.

"He did save the President, Dude," Jamie said and he held his hands up. "I never thought it would happen either! We all thought that if Cash was ever on TV it would be on Cops, not…!" His waved over at the display case in the hallway and Ben gritted his teeth because he knew what was there; the newspaper with a huge photograph of the President hanging medals around Cash's and J. T.'s neck. It wasn't the only copy either. The same newspaper was framed and hanging in every classroom. That one and the one right next to it, where JT and Cash were sitting on either side of the mayor as they got the key to the city after a _parade._

At least he wasn't home for _that._ Upchuck would have lived up to his name if he was. Not that he wasn't tempted anyway as he glared at the captions under the pictures. **Local Heroes honored!** **Our Brave Children!**

Gag.

"Heroes." Ben glared at the picture and rubbed the cool alien metal on his wrist. He knew who belonged in that picture.

Jamie smacked his arm. "Come on, I wasn't that hungry anyway and you know Jason and Tie have got a game set up in the library already. You wanna come so I can show you all how much you suck, or do you want to stand here and glare until gym?"

"Real heroes don't do it for _this,_ " Ben said with an angry wave at the case as he ignored everything else. "They don't want the attent…" and his voice died out because something itched in the back of his head as he stared at the photograph, at the weasley boy in it who was standing next to Cash with old glasses and a face that always looked like he just bit into a lemon. "Attention. Was J.T. in there?"

"J.T.?"

"You know, Cash's shadow? Was he in the cafeteria?" Ben thought until his brain ached, but he didn't remember seeing the boy anywhere near the cool table. Which was normal, usually, but he'd been perched there ever since school started, tossing in his own stuff to build up the story and cashing in with Cash.

He should have been there now. Unless…

Unless Cash was just drawing attention.

"We passed him back by the lockers. Why?"

But Ben was already running. He didn't know how the school managed to be so big and so small all at the same time, but it was. The place really was a _nightmare_. "Do you think he's getting books?" he shouted over his shoulder.

The hall with all the lockers was empty, but the classroom next to it wasn't and it only took a quick listen to hear sniffling coming from inside. He heard the sound of feet running up behind him as his fingers caught the doorknob and didn't bother to turn around. "Okay, dwee-"

"Stop calling me a dweeb!" Jamie snapped out from between pants.

It took everything Ben had not to jump at his voice and he didn't even know why, but he knew he didn't want to think about it. "Okay! It's two of us and one of him. This'll be a piece of - "

"Are you crazy?!" Jamie said with a voice that just barely stayed a whisper. "I'm not going in there!"

Ben just stared at him. "Someone's in trouble!"

"Better them than me! I thought you learned your lesson about playing hero last year!"

"I can't believe - " Ben shoved a hand through his hair and bit down on his lip before he finished that because he could feel the scream building and that so wouldn't help. Then he shrugged off his backpack and passed it over. "Fine! Just hold this and shout if you see Cash!"

"Just get a teacher!" Ben gave that the look it deserved and Jamie finally sighed and took the backpack. "Fine. Just be careful. I'm not dangling from a tree again."

Ben nodded. The door wasn't locked, but he gave it a kick anyway after he opened it. Half of being a hero was the entrance after all. The room was just as empty as he thought it would be, except for the two standing by the teacher's desk like this was a presentation.

Ben smirked at the thought. He was about to _bring_ the knowledge.

It would have been way more awesome if the classroom was full, but hearing J. T. squawk and jump was almost as good. It was a _rush,_ but Ben's grin only lasted until he saw the boy on the other side of the bully. A boy with wide eyes who was so short that he almost made Ben feel Fourarms tall as he stood there and tried to sniffle back his tears.

Ben lost his smirk when he saw that. "You're really stealing from second graders now, J. T.?" Ben asked, disgust dripped out of his voice as he let out a growl that would have made the big red guy proud.

"I'm not taking anything! The little shrimp was sharing it with…" J.T. stammered out as he started to shove the video game box that Ben didn't even see back into the boy's hands before he spun around, but the second he did his face twisted and he yanked the box back. "Oh. What do _you_ want, Tennyson?"

"To keep your life from getting even sadder. I mean, really. Pride, look it up." Ben said as he marched in and grabbed the video game out of J. T.'s hands. For just a second, he thought J, T. was going to try something, but the boy shrunk back instead. Ben glanced down at the pipsqueak and he started to hand the box back when he saw the cover and his eyes went wide. "Wow, Infinite Injury 3!? I didn't even think that they were selling this one yet! Can I - ? I mean…" He handed it to the little kid, who grabbed it and ran for the door.

"Don't make me chase you!" J. T. shouted at the shortie, who froze just shy of getting out, before he turned his glare back on Ben. "Get lost, Loser. You aren't worth our time anymore."

"You didn't say that when I saved you from those androids you keep talking about," Ben said as he crossed his arms and thought he saw, just for a second, something that almost looked human flashed across J. T.'s face. "Come on, man. What's next, candy from babies? Isn't school enough of a hole already?"

J. T. tried to puff out his chest and wiggle away all at the same time. "It isn't that bad. Not for us. Not anymore."

"Off of my… friend's rescue," Ben bit down on his cheek as he said it. He didn't know how Grandpa kept this all straight, but he knew he had to try even though he _hated_ it. "You've got to have something better to do."

And all that got him was another shrug and a mumbled, "In a few minutes, I will. I'll have a kick-ass video game."

"You never used to be like this, J. T.," Ben tried and J. T. kicked at the ground, but he lost a bit of the lemon face. Ben shoved his hand through his hair and took that as a win. J. T. wasn't that bad before. Neither was Cash until he was six and grew into the biggest kid in the class. After that… "Come on, ditch Cash. Just once. Jamie and I were going to play some Sumo in the library. I can give you a deck and beat you like old times. And he's been rubbing some stupid card in my face all day. If you win it off of him I won't…"

The only warning he got was the sudden sweat that broke out of J. T.'s face. Ben tried to brace himself like Grandpa showed him, tried to think of one of the moves he'd watch his cousin practice over and over again during the summer, but the bracing didn't work and the moves just slipped out of his head as a hand clamped down on his shoulder and spun him around.

The fist found his stomach a second later, then there was just the pain and the floor as Ben tried to remember how to breathe and keep from throwing up at the same time.

"Thanks for the tip, Benji," Cash said, as casual as anything as he knelt down in front of Ben. The boy actually grinned as he grabbed Ben by the back of his jacket and pulled him back up. "Buddies should look out for each other."

Ben's eyes darted over Cash's shoulder to the door and he tried to get up. He wanted to tear Cash apart and fought to get enough wind back so he could snarl, but all he managed was a weak, "Where…"

Cash laughed and smacked Ben as hard as he could upside the head with his free hand. "If you're worried about your boyfriend, don't be. He took off the second I came around the corner. But don't cry. J. T. and I will be checking on him soon." Then the smile he plastered on faded and he let Ben drop as he got up and moved. Ben caught himself with his hand even as he wrapped the other around his stomach and heard the bully growl out. "And as for you, Hero Tax. Pay it or end up like this shrimp."

Hero tax. Ben's fingers dug into the carpet, ready for a fight that his body that his body so wasn't ready for yet. It was too late anyway. The little second grader didn't even _try_ to fight or run. He just handed the game over and he didn't even glance back as he ran for the door.

"Looks like my afternoon is booked, " Cash said as he slipped the game into his pocket. "And I have a new game to play tonight, too. Now what am I going to do with you, Shrimp?"

"You should have heard the shit he was saying, Cash," J. T. said as if he had to remind the world he was there, too.

"Is that so, Benji?" Cash said, and he almost sounded like he was about to laugh. "I thought I saw you in the cafeteria a few minutes ago. What happened? You couldn't stand being in a room with a hero? I get it. I don't even know why they let trash like you through the door." With that he just let Ben drop as he stood up. "Come on, J.T. I gotta wash my hands now before we can break open our new - "

"A hero?" Ben gasped out a laugh that cut the bully off even as he grabbed at the desk next to him and tried to pull himself back up. "Why don't you tell everyone the truth, Cash? About how you two hid in the back of my Grandpa's R.V. while…"

He didn't see the kick coming. Even if he did, he still didn't think he could have stopped it.

Not as Ben anyway.

The world went dark for just a second as the shoe caught him right in the stomach and knocked the rest of the air out of him. He couldn't have screamed if he wanted to. He could barely breathe, but his eyes went to the door anyway as he waited…

Waited for nothing. No one was coming. Not even to find out why the desk he'd been clinging to made so much noise as it fell over with him. Ben tried to grab for it again, but Cash was quicker and he _shoved_ the desk halfway across the room before he knelt again and grabbed Ben by the hair.

Then he let out another gasp as Cash yanked it back until he _had_ to look the bully in the eyes. "You should keep your little stories to yourself, Benji. No one cares what we do, not anymore. Not the teachers, not anyone else. And no one _ever_ cared about you."

"No one," J. T. said and he had the sucked on a lemon look again, but he still reared back for a kick of his own, but he never got to finish it.

"Save it, J. T. Don't mess up your shoe on this nothing," Cash said and he sounded so bored as he shoved Ben's head back down and into the floor just hard enough that Ben saw stars. "Come on. There's a Slammer that I need for my collection." His hand pulled away, and Ben listened to their footsteps fade away until the door closed again behind them and cut them off.

As they left him all alone in the empty and dark classroom.

Ben saw red as he tried to remember how to breathe, and then all he saw was the Omnitrix on his wrist.

He shouldn't. He so shouldn't. It was just a couple of kicks…

It was just a pack of lies, just J. T. and Cash, just school - how could the dweeb like _this_ more than everything they did this summer? - just the teachers, just the tests, just don't tell anyone the truth, just be normal…

Just. He was so sick of justs.

He didn't even look at the dial as he pushed the button on the side of the watch and it shot up. He didn't _care_ which alien he turned into. Not anymore. He just closed his eyes as he slammed the dial back down.

Ben didn't open his eyes again until the flash was just a memory and when he did he saw the world through a dinosaur's eyes. XLR8 picked himself up off of the ground, a growl already in his throat, and stretched his claws. Then his face mask snapped shut as he leaned forward and ran. The school and everyone in it became a blur as he hunted for the two bullies.

He caught up to the J. T. and Cash three seconds and two halls away later. They screamed as he grabbed them up and kept screaming the whole way to the cafeteria. Which was _way_ too full for even XLR8 to get around in, so he turned and ran up the wall, his speed the only thing keeping them from falling until he wanted and the wind in his wake tossed everything loose in the room.

He heard everyone else shout and look around, and by the time they looked back he was gone. J.T. and Cash weren't, though. Ben left them standing right in the middle of the popular table with their pants around their ankles where _everyone_ could see. The look on everyone's faces more than made up for the pain in his gut.

J. T. and Cash wanted to relive that day? They could relive it all they wanted.

Then the school blurred again and it took way less than a minute to find the second grader again and less than a thought to put the game back in his backpack. And after that…

He should stop. He knew that. He should find some empty classroom and wait for the watch to time out. Wait to go back to Ben. It's what Grandpa would want him to do. It's what he promised he would do.

It's what she…

XLR8 ran instead, right out the front door.

He ran so fast that the cars barely moved as he raced by them. He ran until the wind screamed in his ear and the world flashed by. He ran until he could almost pretend it was summer again…

No, not last summer. He didn't need last summer any more. Not after he'd 'accidentally'...

It wasn't like he had _planned_ on listening in, he just came home yesterday and saw the living room phone blinking a warning that there was someone on the line already. Boredom and curiosity made him look at who had called and heroism made him pick up. It wasn't like he could just walk away and _let_ his parents bore Grandpa to death. He was just about to leap to the rescue when he heard his Dad say the best thing ever, "- _if you're sure you're up to it, Dad. I know Ben will be thrilled to spend another summer with you -_ "

His Dad didn't have any idea. The last summer had been the best of his life. Awesome adventures, bad guys, weird things, magic, and an alien super-watch and they were going to do it again?

Next summer was going to rule!

But his father just had to keep talking and ruin _everything._ His words just had to keep running through Ben's head, " _\- but Gwen? Frank says she barely even talks about the trip. Are you sure that she wants to go again_?"

They were going to get another summer's worth of Hero Time and Gwen didn't want to go again? He couldn't wrap his mind around that and he'd been trying to all day.

"Like I care what the dweeb does," Ben said to himself as he made himself run faster and the houses and trees were a blur as XLR8 raced by them. He pushed himself until even the cars seemed to be standing still, until, out of the whole world, the only thing that was moving was him. The only thing that was real was him.

Like he cared what any of them did. It would be so easy…

Some nights he dreamed about it. Just going. Just being the hero he knew he was. No more school, no more anything but going around the world and saving people and…

And the world would make sense again. Traveling the world and helping people, he could wrap his head around that. It wasn't school or his parents or Gwen…

He didn't think he'd ever figure her out.

Who stopped being a superhero just to go to school? Who wanted to? And after she'd made him promise…

Ben jumped and caught some railing even though he could run down the stairs just as fast. It just wouldn't be as much _fun._ He let out a snarling laugh as his wheels squealed against the metal before it was over and he was running again.

He never told anyone, but he knew why his future self spent most of his time in this body. XLR8 made it so easy. There was just the feel of his arms and legs pumping and the wind howling.

There was just the run. Not to anywhere, or away from anything.

No thinking, just moving.

He spent a lot of time trying not to think lately.

Not at school. He was used to not thinking there. It wasn't even hard not to think there. Half the time he was sure the teachers wanted it that way, which was fine by him. They could make him go, but they couldn't make him care. But at home, at the arcade, when he was trying to sleep…

All he thought about was how easy it would be just to do this. To just go. And how he couldn't. Not after Gwen made him promise that he wouldn't. Not without her. And he didn't even know why he'd agreed to it and it was driving him nuts.

He didn't really think Gwen would burn his comics. She loved books way too much to ever destroy one even if she did turn her nose up at them, but she would tell her parents about the Omnitrix and everything else. Which would be bad.

For her and for Grandpa, but not for him. Not really.

His mother couldn't even watch Charlie and the Chocolate Factory just because of the chicken, so he really didn't think that she'd go the Vilgax route and cut his arm off. Though they'd might force feed him sushi until the thing just fell off and ran away on its own.

Ben brushed his claws over his chest just in case, just to feel the Omnitrix settled there. He'd been doing that a lot, he realized. At home, at school. Sometimes he even woke up to check on it. He had been ever since he watched the Rust Bucket drive away back in August. Not that Grandpa had gone far. The R.V. lot was just a few blocks down the road. It was close enough that Ben walked to it most of the time.

But it was far enough away that he sometimes wondered if everything that had happened to him - to them - had really happened. And that was when he'd check the Omnitrix.

It was there. It always was. As far as he knew, it always would be despite what his parents might think. The watch would always be right where it belonged, but that didn't mean…

They would make sure that Grandpa wasn't around any more. Ben knew that, just like he knew that Grandpa would take their side just because they were his _parents_ \- like that meant anything - and because the man was a hero and that's what heroes did, even if it meant being chased away. It wouldn't matter how miserable it made them both or what Ben could do with the watch. Grandpa would be gone until his mom and dad changed their minds. Ben shuddered at the thought. What would the man _do_ without him? Who would make sure that he had fun or kept his video game skills sharp?

Grandpa was the only reason that he didn't. Everyone else, though… His parents, school, and Gwen -

And Gwen.

She wouldn't have disappeared if she was guarding the door today. She would have complained, but she would have kept -

No, she wouldn't. He knew her. She would have been right there in the room with him. And he wished...

He wished he had a book - and that thought almost made him trip - something that explained everything that was going on in her head. She made him promise that he would get her so she would be right there for the hero stuff, too, but she didn't want to go on another summer trip?

She'd even gone out to kick bad guy butt with him a half a dozen times already, and sure she'd complained every time about how late it was and how she needed her _beauty sleep_ , but that didn't mean _anything._ It was _Gwen_. He'd only be worried if she _stopped_ whining about things. Besides, he saw her grin when she didn't think he was looking, so he _knew…_

He knew that he so didn't get her.

"Girls."

Ben shook his head, which was the only reason he saw the flashing lights - he was going so fast that the strobes were barely moving, but he was like a moth to those red and blue lights. Literally once with Stinkfly - and he made himself slow down enough to look. He didn't even realize he was running by the docks until then and he couldn't figure out how he missed the smoke that was billowing out of the warehouse on the other side of the police cars and fire trucks. Maybe if it was a normal building, but this one was Godzilla huge and the fire looked just as big! He stopped and stared at the building that was on a pier all by itself and the orange and red light he could see burning behind the loading bay doors and the little windows at the top.

He couldn't believe it. Another few steps and he might have missed all the fun, which was what he got for thinking.

"Finally! Hero time!" Ben whooped as he raced in, ready to show the world what a real hero could do, before he veered off just as fast as he'd come. He ran and kept running until he was blocks away because there was already a news van there. A van he should be taking bows in front of instead of wondering how...

If Grandpa was here…

Grandpa knew how to deal with the news people. Ben didn't know how, but even when they had a camera in their faces they were never on television except for that one time in New Orleans when Grandpa had been too busy looking after Gwen and Ben finally got to get his strut on. That day was _awesome_ until the dweeb…

Lousy crayfish. Just thinking about that day still made him shudder.

He'd been XLR8 then, too. He'd almost forgotten that. Maybe there was another reason Ben 10,000 liked this alien so much. He did look good on camera. Which just figured.

If the reporters saw him, if he was on the news...

If he was then Gwen would know he'd broken his promise.

He stopped and stared back the way he'd come. If he went fast enough, if he really poured on the speed not even the cameras would know he was there. He could do it, XLR8 was way more than fast enough. If he was as good as he knew he was, then there was no way that Gwen would ever find out.

Except that she so would.

And then she'd get that look in her eyes again. The same look she'd gotten right before she came up with the whole stupid thing. Ben didn't even understand why the memory of it was bothering him. He _loved_ annoying her. There were times that he lived for it. He'd sometimes push a fight just to see if he could get her mad enough to shake. That was always fun as long as he ran fast enough. The only thing better was when he could nail her with a really good prank and shed freak out even _worse._

But that day was different. Sure, his arm was sore and gross enough to impress the guys at school, but Gwen wouldn't have been. Not even a little. No, she would just make fun of him like she usually did when he'd hurt himself. He knew that before he even called, and that why he'd thrown on a jacket before he'd gone to meet her.

Except she didn't make fun. She didn't even smirk. She freaked. And he dealt with it the best way he knew how. He tried to cover and annoy her and he almost thought it worked when she blasted him for saying he'd worked alone all summer, but the look didn't go away. It just got worse. He didn't know what the look was. She wasn't angry, or annoyed or even worried. Those were all looks he was used to, but not that one. He didn't know what it was or what it meant.

All he knew was he didn't want to see it in her eyes again.

Ever.

Or she'd do the one thing that was even worse. She would come chasing after him again. Chase around the world, chase him off of it, chase him to an alien world and down an alien hallway and…

And…

And he watched the world blur around him again even though he would have given anything to close his eyes, but that would have meant stopping and he just couldn't. So he shuddered as he made himself run faster, run until his lungs burned and the air screamed louder than any memory.

He ran until the smoke was just a cloud on the horizon, but he wasn't running away. It was a stupid promise, but it was a promise and heroes kept their word. Kangaroo Kommando and Grandpa both believed that so he did, too. He just had to find her first.

A dozen streets streaked by him before he finally saw something that looked promising. Ben had been to the dweeb's school before. He'd never even seen a _picture_ of it, not even once and he was proud of that, but he still knew _way_ too much about it. He couldn't help it, the dweeb wouldn't shut up about it for the first few weeks of their vacation. Not to him, but the Rust Bucket wasn't big enough for him to hide when she started going on and on about how wonderful it was to Grandpa. It was sick how much she cared about her classes and even sicker when she went on and on about how _cool_ all of her teachers were.

Just remembering the look on her face when she said _that_ made him want to hurl.

Ben tried to forget everything his cousin said about... well, about pretty much _everything_ \- as soon as she said it, but he never could. That was why he was almost sure that he found the right school when he saw the building up ahead. It _screamed_ snob with its red brick walls that had actual ivy growing on them and the huge trees all around it. Even the _fence_ was fancy with iron bars shaped into designs instead of the chain link that surrounded his.

"No wonder she's a _dweeb,"_ Ben muttered. She didn't stand a _chance_ here. No one did.

That thought made him race around the outside of the fence instead of just charging into the building like he usually would just so he wouldn't _catch_ anything. He _so_ wasn't going to risk it until he was _sure._

Not that it took long. He found all the evidence that he needed right before he even got half way around. There were a half dozen picnic tables that were just sitting there at the end of one of the wings under one of the big oaks, tables that were almost all already packed with kids even as more came rushing out the double doors with trays full of food.

Ben barely even glanced at the boys because they all looked like lost causes, or worse, snobs. Why else would they be wearing dark blue suit jackets and red ties to _school?_ To _lunch?_ That was just _sick_ and _wrong._ No, they were done, but he stopped dead in his tracks when he saw the first girl and what she was wearing.

"Paydirt!" Ben cheered as he pumped his fist. He'd seen those clothes before. Not in person, but his aunt always made a point to send pictures whenever the Dweeb got an award for her grades or some project or sneezing and his mom always hung up them up.

Hung them up right in the living room, right by the TV. His pictures were bad enough, but hanging hers up on the other side where _anyone_ could see them?

Kill him now.

His mom had been doing it for as long as Ben could remember and he usually ignored them because who wanted to look at dweebs? But he couldn't do that anymore. Not since he got back from the summer trip. Not when all of her pictures were _right there_ whenever he wanted to watch TV and he didn't feel like going to his room and she was staring at him with her stupid eyes and dumb grins _._ He didn't know how many times he'd glared at her pictures over just the last few weeks, but he'd done it more than enough to _know_ those clothes because Gwen was wearing the same ones in almost all of them.

The girl in front of him was wearing the exact same thing even though it made them both look like _nerds._ The stupid navy blue sweater would have been bad enough, but whoever told the girls here that they had to pop the collars of their shirts over it should have to spend a month shoveling muck at the farm. As for the rest of it…

He didn't know how to insult the loose black skirt, and he'd _tried,_ but girl in front of him was wearing white knee socks instead of the tights that Gwen always had on and Ben shuddered as he imagined them switching. He couldn't make fun of the skirt, but he had a whole _list_ for the dweeb's bony knees.

Especially when she used them to pin him to the ground.

And he never got the tights, either. Not after the way Gwen shrieked and chased him last summer when he _accidentally_ got some green food coloring in her shampoo. Why would she freak out over _that_ when those tights had to be staining her feet black _every day?_

Girls were just _weird_ and his cousin was the _weirdest._

Someone shouted and Ben was a blur before he realized it was just one of the snobs who had found a football because of course he did. And of course that was the only thing that would make these nerds take off their coats, but that was okay. He could keep a better eyes on things up in the tree anyway. He stayed up there for forever or a minute whichever was longer as he stared at all the girls before he realized…

Everyone was wearing the same thing. "No wonder the freak likes to shop so much, she's _bored,"_ Ben told the bird who was sitting in the branch next to him. The bird just tilted it's head a little as it stared at him.

Now that he knew…

Now he'd have to pick on her _more_ if he ever got stuck going shopping with her again. Ben smirked at the thought and he almost couldn't wait.

Neither could the fire.

 _That_ thought almost drove him out of the tree and across the fence, and he only held on for a second because… She wasn't out here yet, he _knew_ that - the girls might all be dressed like her, but none of them had her hair - but he knew right where she'd be.

His eyes went to the only table that was still empty, even though it was the best one. It had the most shade and it was right where everyone would see it. It _had_ to be the cool table. It was so obvious that he could have been _asleep_ and still found it. Him and everyone else. He could see the other kids staring at it even as they walked right on by so they could sit in the grass instead.

It was right where Gwen _belonged_.

Ben even knew which seat she'd pick. The one right in the middle so she'd have the tree behind her as she bossed everyone else around just like she did _him._

It was so obvious that it was all over but the waiting.

Ben sat and stared and tapped at the branch all in the space of a couple of seconds before he muttered,"Come on, the fire's not going to last all _day."_ He was just about to jump down from the tree and go get her when the doors were pushed open again and a whole herd of girls spilled out and made a beeline for the table. "Finally!" Ben said as his eyes settled on a girl who was in the middle of the pack and had a purple hoodie on over her sweater even though it was like 60 out. Just looking at her made him remember Gwen's every moan about the Rust Bucket's air conditioner again.

"Such a drama - " Ben started as the dweeb sat down in the exact seat that he knew she _would_ as the other girls sat around her and reached up for her hood. He tensed to go grab her as she pulled it down and -

And long bright blond hair spilled out instead of the short red he was expecting.

"Oh, come on!" Ben shouted and shoved his hands over his mouth as people turned and looked, but he was already out of the tree before they could see anything. Out of the tree and over the fence and halfway to the door.

He only slowed down for half a second as he thought about pushing the blond girl out of the dweeb's seat before he ran right on by. Gwen could deal with the girl. Heck, he almost felt _sorry_ for her. No one yelled like his cousin.

No one but _him,_ and the wanna-be witch was _so_ going to hear about it now. Ben zoomed through the double doors and the cafeteria on the other side. His head was the only thing that blurred more than his feet as he looked and raced through, but he still didn't see her _anywhere_. Not in line or at one of the tables. He didn't even see a flash of her hair. Then he was out in the halls, the only sign that he'd ever been there was some loose napkins that he sucked up in his wake.

"If you're going to make me come and get you, you _dweeb,"_ Ben growled into the air as he dashed in and out of a dozen classrooms, "then you should - "

He was in an empty hall as those words and his feet both came to a screeching stop.

"What am I _doing?"_ Ben muttered to himself as he looked back the way he came. He could have dealt with that fire by now all by himself. He could have dealt with a dozen fires. He didn't need…

Gwen _guilted_ him into promising. That was all. There was no _way_ that she'd really tell her parents. He didn't have to _listen_ to her. He didn't have to do _any_ of this. He could just keep on running and saving the day forever.

Run so fast that even the dweeb would give up eventually.

He could become Ben 10,000 twenty years early, even if he had to do it ten minutes at a time. "Hero to heroes," Ben said to himself a grin as he mind flashed back to the statue and fans who cheered him on everywhere he went.

And a family he couldn't be bothered to visit. Not even for an eightieth birthday party.

"Jerk." Ben 10,000 had a statue, but he was a complete ass. Ben would rather be a hero. Even if he had to be history's first superhero with a babysitter.

Or a sidekick….

Of course, every hero needs a sidekick…

"Gwen, the Roo Wonder," he laughed to himself. He laughed even louder when he imagined the look on her face when he scooped her up out of class so she could help him save the day again.

Ben was still laughing as he ran to go get her.


	5. Under a Starless Sky

**Chapter Five: Under a Starless Sky**

_Docks District_

_Bellwood, California_

_November 9th, 1998_

_11:17 am_

It tore at her like a living thing.

She could feel it burning, pulsing with every heartbeat until she was sure she was getting roasted from the inside out. It flared until all she saw was red and all she could hear was it roaring in her ears. She had her hands clenched at her side as she fought it, tried to control it because she knew just how close it was to exploding.

"Oh, come on, admit it! You missed this!"

"So not talking to you!" Gwen screamed as her temper finally slipped out of her control and it felt so, so good.

"You're STILL mad?" Ben asked, and she could hear the laugh in his voice as he blurred away.

"It's been ten seconds!" she yelled after him as her hands shot down to hold her skirt in place as the wind in his wake caught at it. She wanted to keep yelling, at him for yanking her out of the library, at her mother for putting her in a school that needed uniforms - who goes heroing in a _skirt_? Even with tights, it was ridiculous! - and at the universe for making _that boy_ her cousin. She settled for kicking at the gravel that lined the roof he'd dumped her on and spinning away from him. When he came back, he'd have to work at it if he…

If he…

She'd never been down by the Bellwood docks before, her Mother would have been horrified by the thought, but it was easy to find the building Ben was worried about. It was huge. The warehouse must have been three stories tall and it almost could have taken up a city block all by itself. But, as big as it was...

She thought she had heard Ben say something about a fire in the second between him scooping her out of her chair and then taking off again. He might have tried to say something more, but she couldn't make it out through the wind. Knowing him, it was just him crowing about it being Hero Time again. The same wind that made her bury her face against his chest, so she couldn't see anything until he set her down on this roof a second ago. And if he had, she never imagined anything like this.

As big as the building was, the fire looked even bigger. Smoke filled the air and the loading docks by the road were already gone. It looked like the roof there had collapsed onto the semis they were supposed to be filling and she couldn't even begin to guess how much more time the rest of it. had. Not when she could see smoke pouring out of almost every window and the flames licking out of a dozen places in the roof.

She finally tore her eyes away from the warehouse and to the crowd around it. It looked like every emergency vehicle in Bellwood was already there, with people in overalls packed around the ambulances and the police trying to hold back the mob of people and reporters watching while the fire trucks blasted the fire with every bit of foam and water that they could get their hands on. There was even a tug boat in the bay drenching the whole area with salt water.

And the fire was still winning. If there was anyone still in there…

They didn't need heroes, they needed a miracle.

"We are so crazy," Gwen said to herself, as if admitting it would make the nerves go away. And they were, but they still had to try. She could admit that much to herself, but she didn't have to admit it to _him_. So she had a foot stomp ready for the moment he skidded to a stop in front of her. "You pulled me out of class literally a second ago!"

"Still mad," Ben sighed and she didn't need to see through XLR8's helmet to know he was rolling his eyes, "and please. Library is not a class. What were you doing in there anyway? Is it because some blond girl took your seat at the cool table? I mean,I was going to chase her off, but..." He let the sentence die there as he held up something that was made of straps and rubber and glass and it took her two blinks to figure out that it was a rebreather mask.

"Cool table?" Gwen asked, completely lost as Ben's train of thought derailed _again_ before she shook the confusion away and yanked the mask out of his claws. The thing just barely stayed on her head even after she'd pulled the straps as tight as they would go, but it turned on with a reassuring little click when she twisted the little bottle sticking out of the bottom just like Grandpa had showed her. She heard the thing hiss and then she grumbled, "I was helping… Doesn't anyone ever clean these things?" she asked as she tried to see around the smudge in the visor right over her nose.

And this time XLR8's face mask slid up just so she could see his grin as he leaned over and poked the exact same spot with the tip of a claw. "You should hear your voice through that! You have to keep it in case you ever go supervillain!"

"Like in the next thirty seconds?" Gwen asked, her voice ice cold as she slapped his claw away.

"What is with you?" Ben asked, his smile vanishing even before the mask slipped back down. "It wasn't like I got you out of a test or anything important. You were just sitting there, _typing_."

"I know you don't believe this, but _school_ is important, doofus!" Gwen snapped as she glared right back.

"Fine," he finally said as he took a step towards her. "I'll take you back and do this myse-"

"No, you won't." The words were as automatic as the way she crossed her arms and dared him to try it. A dare he so did not meet. She reached up to pinch her nose and just bounced her fingers off of the mask instead, which explained why there was a smudge right there. Then she looked at the fire. "You've been around the building, how do you want to do this, Mr. Hero?"

"There's a door back by the edge of the pier that I don't think anyone has even looked at and it's away from the crowd," Ben said and he waved his hand at the far side of the building. Then he let out a little sad sigh as he added, "And the cameras, but the fire's getting close and if there's anyone stuck on that side…"

She nodded and wrapped her arms around his neck as he slipped one arm around her shoulders and slipped the other under her knees, picked her up, and ran in a blur of motion that left her stomach back on the roof. "I knew you missed this," he said, and she didn't have any idea if he was talking to her or if he'd just muttered it to himself and hoped that she couldn't hear him over the howl of the wind.

And if he had, it would be so wrong for her to say anything.

Not that it ever stopped her before. "Did not!" she said as soon as her feet hit concrete. Then she swallowed her nerves as her hands moved and her mind raced over the spells she'd memorized while he went to the door. The locked door. He punched it once - the first time he'd done that last summer she'd just thought he was throwing a fit. Now she knew better - twice, a dozen times, a hundred. Over and over again until his fists were a blur and his punches sounded like a jackhammer. XLR8 wasn't his strongest alien, but there weren't a lot of things that could take that kind of punishment.

The door was a good one, though. It took almost ten seconds before it started to crack.

Ten seconds she spent worrying at her bottom lip as she thought. They'd fought fires before. Little ones that started as they fought something else or forest fires where they could use fire to fight fire, but the last time that they faced something like this she didn't even _know_ about magic. Now she did. Now she knew all sorts of spells that - wouldn't do much. Not against the inferno in there.

Except for maybe one.

Her eyes went to the water of the bay. It was deep, deep enough for the freighters that came in every day, and more than enough for the spell she had in mind. She just didn't know if she was strong enough to -

"Come on!" Ben growled at the door as he stopped for a second so he could glare at it. "It's hero time, you stupid thing! Just break!" he said before he went right back to work.

"Hero time," Gwen repeated to herself with a single jerk of her head. Then she set her feet and spread her fingers. She could do it. She _had_ to. She called up the magic inside of her and felt the energy build around her hands as she waited for her moment and the wave she could see coming in.

" _ **Undas facias!"**_ she chanted and moved her hands against each other like she was back in class shaping clay, except this time it was the wave that moved. She watched it surge into something almost as tall as she was before it stopped there. It wasn't good enough. Not by _half._ So she gritted her teeth and repeated, " _ **Undas facias!"**_ And the wave surged up another foot even she felt the sweat start to drip down her forehead and her breath come in deep pants like she'd been running for an hour.

Her hands danced around the magic between them as she tried to form the wave into what she needed, but she wasn't _strong_ enough. The blue light there was already flickering and she knew…

She could _hear_ the fire, hear it crackling and start to roar right through the walls that were holding it in and if she couldn't… if Ben had to go in there _alone_ just because she wasn't...

"No!" Gwen growled at the magic and herself and she tried to dig down deeper for the power. She'd made waterspouts before, but that was so much easier and so much more dangerous because she just cast the spell and left the waterspouts to do whatever, but that wouldn't work now. She needed _control_ if she was going to help _._ She _needed…_

The wave surged again another few inches higher at that and she just glared at it for mocking her. Mocking her when the doofus was _counting_ on her.

So she reached out for _more_ and found it. Gwen felt _something_ surge around her as she dug as deep into herself as she could. Something she'd felt when she'd dueled with Charmcaster, when Grandpa said she hovered in the air as they threw magic at each other even though she didn't remember…

But she remembered this feeling, the power that was just out of reach. Power she lost track of in the rush of winning after the fight, but not now _._ She heard the door break and the doofus cheer and she dug as deep as she could as she repeated the words one more time. " _ **UNDAS FACIAS!"**_

And the power was right _there._

It was like breaking through a wall. The magic glow between her hands stopped flickering and _burned_ as the wave jumped and wrapped around itself, over and over again, into a pillar of seawater as tall as the building and almost as big around as Ben was when he was human.

Gwen held her breath as she stared at the towering pillar of water and then she brushed her right hand over the glowing energy that was hovering between and brushed against the magic. Magic that she'd called up, but never tried to shape before. Not like _this._

The rational part of her was sure that the pillar would break the second she tried and reality would remind her who was in charge. Instead the pillar bent in the middle and held its form just like she wanted. She just wanted to whoop with joy as she played, as her fingers danced against the magic and the pillar slithered through the air, as it snaked this way and that until the head of the pillar was staring into her eyes.

There were blue sparks dancing around inside the water that she never would have seen if she wasn't so used to seeing color around her hands, and they burned brighter every time she shaped the magic around her hands. She just wanted to reach over and touch the thing that she had made, to run her fingers through it and pet it under it's chin. Or…

The rebreather hid the evil little smirk she felt spread across her lips from everyone but her as she wondered...

If she smacked Ben with the pillar, would it count as a bath or a shower?

The door gave in before she did and she let the thought die. Ben turned around and the cheer died in his throat when he saw what she conjured up. "And you call _me_ a showoff."

A dozen retorts ran through her mind, but making the pillar stick out its tongue at him was the best. And then they walked into the fire side by side with her new pet following right behind.

She didn't know what she expected to see on the other side, but a line of tables so wasn't it. Tables with flipped chairs all around them. Everyone in here must have ran the second the alarms went off. She hoped they made it outside before the room filled with smoke, because it was pitch black in here now. She knew that there must have been emergency lights on, but they were lost in the black haze.

As it was, they almost walked into the vending machines before they saw them.

"Wanna split a bar?" Ben asked as he nodded at the one full of candy.

"Maybe on the way out," Gwen said and her voice shook as he took the door and pushed it open. Her voice shook, but her fingers never did.

The heat hit them first, a wave of boiled air that drove them both back a half a step before they pressed on, and as bad as the smoke was in the room, it was so much worse on the other side of the door. Not even the glow from the magic she was wielding could cut through it and they didn't realize that they were in a hallway until a door appeared out of the haze in front of them.

She didn't know how big the hallway was or how many doors there were, but she wanted to check all them all, to shout out and try and get someone's attention even though the roar of the fire was the only thing she could hear, but that wasn't why she was here. So she turned right and kept walking until the smoke started to glow orange and red in front of her while she followed Ben's search just by how the smoke darted this way and that behind him.

Considering how big the warehouse was, the fire should have been further away. Either the hallway was a lot shorter than it seemed or the fire was moving a lot faster than Ben thought.

Speaking of whom, "Empty!" Ben shouted in her ear when he caught up to her. She wanted to cheer and go back, but there could have been more rooms just beyond the fire. There could have been someone who still needed a hero.

So she shoved her hand forward and pillar of water reared back like a snake and struck at the fire in an explosion of white steam. She felt the shock through the magic, felt it bite into her fingertips, but she didn't stop. She kept the pillar alive, kept the wave circling up from the bay even as the magic fought back and her touch get more and more erratic.

if she'd been able to practice more…

When Gwen had first tried the spell before it felt like she could keep it going forever, but that was just in her bathtub in a few stolen minutes while her mom was at the store. Now her mind ached as she tried to figure out just how much water she was sucking up.

A real sorceress wouldn't stop. Not until the fire was out or the bay was empty. Neither would a hero. It didn't matter that it felt like the magic was burning her hands or that the world was swaying around her.

Neither would _he._ Not for anything.

So she didn't either. Not even when some of the blue sparks that were swarming through the water started to change, started to flash and burn violet instead. Not as the same pinkish-purple dots started to dance in the orb between her hands, too, and in the corners of her vision...

Gwen wanted to stop and stare and figure it out, but she couldn't, so she gritted her teeth and kept going even as more of the violet spots appeared and the magic between her hands started to burn. She could keep the spell going, but she couldn't help the little hiss that slipped out of her mouth as she tried to ignore the pain.

Then claws grabbed her by her wrists and pulled her hands back.

The spell died the moment her hands stopped moving and they both collapsed, her against Ben and the pillar against the floor in a splash that soaked them both. He leaned her against the wall and she sagged against it, but he didn't let her go. "Are you - ?!" he asked, the question hissing out as he leaned in close - close enough that she could see the green of her eyes reflected in his face plate.

"I'm fine," Gwen said before he could finish the question. There were only two ways he could and she answered the one she wanted to face. She so didn't want to admit that she probably was if he was asking the other one. Her head drooped as she gulped in air that tasted like rubber before she dared to open her eyes and check her hands.

She was sure that her palms were going to be burned because the magic she'd been shaping _hurt_ at the end, but they weren't. They ached, but…

If she'd been stronger… "Did it work?"

XLR8 looked over and shrugged. "Kinda?"

She looked and, "So not fair!"

The hallway did open up into another room - one of the big sorting rooms by the look of things. She saw scorched piles of crates and conveyor belts and what looked like what was left of a forklift - and after all of that, after one of her best castings ever she'd ever made, all she'd done was force the fire back about thirty feet. Little fires were still scattered on everything that wasn't soaked and she could see the main fire still raging at the other end.

Ben looked at the fire and then at her and he tapped the wheel under his right foot against the floor. "Stay here. I'll be right back."

"What are you going to do?"

"Can't let you show me up!" Ben shouted, the words a rush before he disappeared. She barely turned her head to follow him before he was back, before he raced right by her and one of the burning piles of shipping crates at the edge of the fire disappeared in a tidal wave of foam. Then he was gone again and the only sign he'd been there at all was the empty fire extinguisher that hung there in mid-air before it remembered that gravity was a thing.

And then the same thing happened again and again.

She watched him until the endless blurs made her dizzy; watched even though she just wanted to slide down the wall, to curl up and bury her face in her knees and let the world calm down. Even though she knew she should try again, try to call up another pillar of water or find a different spell, that she should help somehow…

Instead she just shut her eyes and leaned her head back against the concrete wall.

And jumped because she heard something tap.

It could have been anything, she told herself that even as she pressed her ear against the wall and heard it again. It sounded like something hitting metal and it kept going as she followed it to the sorting room. She wished it would get louder, but it didn't. If anything, it got softer as she followed it.

Softer until it just stopped.

She ignored the fire; the mess and Ben and everything else as her eyes followed the wall she'd been leaning again. It was stained black and she never would have noticed the indent in it if she hadn't been looking. Not with what looked like a pallet collapsed against it. She didn't know if the fire had broken the straps holding it together or if someone had hit it with something in the panic, but it didn't matter. The only thing that matter was what was behind it.

" _Declam Baccura_ ," she said, and she somehow made the magic do what she wanted. Mostly. She wanted to toss the ruined boxes and the stuff in them out of the way like she had boulders with this spell, but they were too heavy. Fourarms might have been able to, but she never would. As it was, she had to grit her teeth and whisper the words again and again, the whole time trying not to listen to the sound of the fire that wasn't more than thirty feet away.

It was so close that the inferno roared like a living thing, but instead of pouncing the noise got just a little fainter as wind tore at her skirt like she was in the middle of a tornado and a thousand hissing snakes took its place. She wanted to look, but she didn't _dare._ Not when the glowing pile of _junk_ finally started to move.

It didn't move far, and her blouse was soaked with sweat before she finally let the spell flicker and die away, but it was enough. She'd been right, there was a door behind the collapsed pallet. She charged for it and was already pushing it open when she saw the symbol that was half-hidden in soot.

The men's room sign.

"Of _course_ it is," the queen of sorcery said to herself with a shudder. "Just get in and get out and don't touch a thing. You can do this, Gwen," she said as she forced the door open. She had to, there were a ton of wet paper towels jammed into the gap under the door and the thing barely moved. They should have helped, but there was so much smoke in the room anyway that she could barely see a _thing_ even with both of her hands glowing. She called up a wind that was barely a breeze, but it was enough to make the smoke stir so she could see the blue light reflect in what she really, really hoped was clean water on the floor.

Even with that, she still ended up tripping over the man who was sprawled out on the floor. He was _huge_ and on his belly with his legs sticking out into the middle of the room and his head and shoulders under the sink. "Hey! Are you okay?! Can you - ?" She shouted as she dropped onto her knees next to him. More water soaked the knees of her tights and she didn't care. There was a crowbar by his hand and a pile of ruined pipes by his head and she should have been relieved.

But he wasn't _moving._ He had his shirt soaked through and over his head and he wasn't _moving_.

"Please," Gwen whispered as she somehow forced him over onto his back and grabbed for his shirt so she could see his face. He didn't move at all as she did all that, and he was so pale…

"Please, please, please."

Gwen would have given anything for Grandpa's first aid kit. Instead all she had was her hands, which shook so hard as she reached for the spot on his neck that her science teacher showed them last year in biology. "Please."

And she almost cried when she felt the thump against her fingers. "Ben!" she shouted over her shoulder as she strained to lift the man up. She kept shouting it over and over again until he was there.

"I can't find any more extinguishers," Ben said and she could hear him panting even through his mask, but he didn't say anything else when he saw the man. He didn't even _stay._ She wasn't surprised when XLR8 blurred over or the man's shoulders jerk up as something grabbed at them faster than she could see, but her eyes went wide behind her mask as he slumped back to the tile floor and the dinosaur disappeared.

XLR8 was back before she could even _think_ about screaming for him and shoving another rebreather into her hands. It took a second for her to catch on and yank the mask over the man's face. It barely fit, but that didn't matter. Not as much as the green light that burned to life after she twisted the cylinder. Then she finally looked up. "What?"

"He's too heavy," XLR8 muttered as he grabbed the man with both claws and slung an arm over his shoulders. He even somehow got the man to his feet, but he hissed the whole way and his knees shook before he took a step. Gwen stared for just a moment, just long enough to feel her hands shaking too much to do the spell that she wanted to do, before she rushed over and slipped under the man's other arm.

Ben was right. He was _so_ right, but it didn't matter. Between the two of them they got the man moving, but they so weren't touching superspeed.

Her eyes _should_ have been locked on the hallway, but she couldn't help a single glance to her right as they slipped out of the bathroom and… "Ben," Gwen whispered in amazement at what she saw. Somehow in his endless rush he'd forced the fire back to the other end of the room and there was so much foam over everything that it looked like it snowed.

Foam that came out of more fire extinguishers than she could even _count._ All of them tossed away like the trash they were now, but… When he said he couldn't find any more, she just thought he meant with the firefighters, not that he'd emptied out the whole _city_. She didn't even try to hide her pride as she said, "Show off."

She waited for Mr. Hero to start bragging, but he just ducked his head and shook it. Another glance showed her why, the fire was still raging in the next room and new ones were starting in this one as the embers drifted in, even with everything they'd both done. They'd bought time, but that was all and it wasn't enough.

Not for Ben.

But it was enough for the man they saved. Between the two of them they got the man back to the hallway. Between the two of them, they almost dropped him when they saw three men in masks rushing towards them with axes in their hands before they realized that they were firemen.

Firemen who stopped and stared, the one on the right almost dropped his ax while the two held theirs tight. All three of them stared at her and Ben and the room around them, their heads jerking this way and that and their eyes wide under their masks.

"Do I have something on my face?" Ben finally hissed out from between XLR8's fangs.

"We saw…" And the man on the left said and then he hit himself on the side of his head. "I'm still seeing…"

"Did anyone check the masks lately?" the one on the right asked, his hand going to the knob that turned the rebreathers on. "Because I swear I see a...

"We didn't see anything," the man in the middle said as he hooked his ax back onto the loop at his belt and cut both of his friends off. He pointed at the man between her and Ben and the other two put away their axes before they rushed over and lifted the big man off of their shoulders. "We found him in collapsed in the hallway and there wasn't anything else here. Understand?" The man barked out the question and the other two nodded because the words were certain and final.

"Grown ups," Ben muttered just loud enough for Gwen to hear and she shouldn't have laughed, but she couldn't help it. .

The man in the middle moved just enough out of the way for the other two to go by as they carried the man out, and then he stared some more. Finally he shook his head and Gwen could hear him fighting to keep his voice under control. "I don't know who - or what - you two are… but the floor boss said he was the last guy missing and we're pulling out of the building before it all comes down. This fire's out of control!"

"Okay, we're right behind you!" Gwen said as she looked up at the man, who finally shook his head hard before he nodded and turned and ran. She wanted to follow him so bad, but she knew it wouldn't be that easy, so she got ready for a fight instead.

"We can still - " Ben started to say to her, as stubborn as ever, when the watch decided things for them.

_BEEP-BEEP._

\- o - o - o - o - o -

Gwen heard his sigh even over the fire behind them as he scooped her up and the world blurred. Every step was a race against the beeps, but Ben somehow managed to find them a quiet place before the world flashed red.

There was a white painted fence around them and a house with dark windows behind them, not that Gwen cared right then. There could have been a party going on back here and she still would have collapsed in the grass. It didn't even matter that there was a little patio table and chair _right there_ on the porch _,_ she was _that_ tired. Besides, they were under a tree here and the shade felt _so_ good. The only thing that mattered was that the grass was fresh cut when her feet hit it and the air tasted so sweet when she yanked off the rebreather off. She should have felt guilty that they took it and even worse that she just let it drop out of her hand, but she was just glad that it was off.

Ben collapsed into the grass next to her and threw his arms wide so he could soak in the sun. "Now that's hero time!"

The second she heard that tone she remembered she was mad at him. She looked at him, saw that he was just as covered in smoke and soot and sweat as her and that he was still grinning like a doofus, and she hated him so much right now. On the bright side, though, the danger was over and so she had all the time in the world to let him know it. "Still not talking to you!"

And he didn't care at all. He just slipped his hands behind his head closed his eyes, "I don't even know what your problem is."

"I was in the middle of class!"

"You were just sitting in front of a computer in the library eating a sandwich."

"Which is a class!"

"Library is a nap, not a class."

"Maybe for you, but I was helping Ms. Lawrence load some new programs! She's going to be looking for me!"

"That's why you weren't at the cool table?" Ben scoffed and shook his head even though he was the one who wasn't making any _sense._ The cool table? Why would she _ever_ \- "Fine. Just tell her you had to go to the bathroom. It isn't even a lie!"

She just stared because the _doofus_ had the _nerve_ to laugh at that like it was _funny_. "For twenty _minutes_?!"

"Hey, when you've got to go, you've got to go."

Gwen shuddered. "You are so _gross._ And that is not a challenge!" She shouted when he made a face like he was thinking really hard because she knew exactly what that meant. "I swear to Grandpa if you burp I'm going to kick you!"

He opened an eye and watched her for a second before he made another face and rolled onto his side. He made a show of resting his head on his hand even as he curled up so she couldn't. "You don't know what you're missing."

"I so do. I had a whole summer where you wouldn't let me miss a single one of your burps." It was so _nasty_ and he never once said he was sorry and meant it. No, he just laughed at her just like he was right now. She sighed and waved at him and tried very, very hard not to notice just how much her hands shook as she did. "That's it. Get up. I can fly us the rest of the way to my house so I can change before we go back."

"You sure? After that trick with the water?"

"Or I could just leave you here," Gwen muttered because she wasn't. She so wasn't. All she wanted to do was curl up on the grass and sleep for a week before she ate everything in the cafeteria. Not that she would admit that. "It wasn't the magic. It was that man we saved."

"Guy needs to watch the donuts," Ben agreed with a wince, but somehow he remembered what they were talking about two seconds ago. Probably because it was the last thing that she wanted to talk about and it was _that_ kind of day. "Do you really think you can do it? I got us most of the way back and the watch just needs to take ten." She wanted to argue, to just cast the spell and go but that sounded like so much more work. Instead she collapsed onto the ground next to him and let herself enjoy the heat from the sun. "We'll take ten."

Gwen made her eyes open and rolled her head so she could glare at the grass. It felt just as good as it looked, but, "the smoke wasn't bad enough. Now I get to explain grass stains, too."

Ben sighed and sat up, his fingers already working on the buttons for his windbreaker. "Here. Happy now?"

"Ben, put your jacket back on."

"No."

"Fine," she said with a sigh and as she made herself sit up and scootch the jacket under her. "When did you become a gentleman?"

"When did you get so crabby?"

"I'm always like this when someone pulls me out of the middle of class to fight fires. Don't you remember?"

"We saved someone. We were heroes," Ben said as he dug his fingers into the grass. "And it's only school."

"I know…." Gwen admitted in a murmur after a second as she worried at the hem of her skirt because he wasn't wrong. She should have let it drop, but she was still mad and… "School's important, too, Ben," she said like that those four words were enough. They should have been. School was _the_ most important thing going on in their lives. She knew that. It would determine everything about their futures and they just couldn't take off and… They saved a man's life. "That's why the firemen were there. It's their job, not ours."

Before the last summer that wouldn't have even been a question, and the two of them were just supposed to be… Her eyes went from his watch to her hands and then down to her uniform. They were supposed to be…

"Yeah, yeah."

Gwen could feel the headache start between her eyes even as he closed his. "I mean it. Just because you sleep through all of your classes - "

"Hey! It's hard work getting back to sleep every fifty minutes! If they'd just leave us alone to nap, it would be perfect, but _nooooo_. Besides, that's what school is there for. Not my fault you can't relax."

"I would," she said as she hid her mouth behind her knees so he wouldn't see her smile. She didn't know what they were supposed to be, but she knew this, "but some of us have to learn enough to tutor their cousins in math. You never did say how you did."

Ben's eyes darted around as everything in whatever bit of lawn they were sitting in suddenly became the most interesting thing in the world and then he grunted out, "A-."

"Two tests in a row!" Gwen let her knees drop to the right so he could see her grin. "I am good."

"I changed into Grey Matter again."

"Did not."

"Did too. Right there in class. Ms. Drake didn't even care."

"Well, then next time you won't need my help, will you?"

"Um… I didn't say that."

"Thought so. There's something else you never said."

Ben made a face and a whine, "Do I have to?"

"Yup."

"…Thank you."

"That wasn't so hard, was it?"

Ben shuddered. "You have no idea," he said and then the shudder turned into a shiver and he reached for his jacket. "Come on, gimme. Your butt will be fine and it's chilly out here."

Gwen faked a horrified look and tugged the arms of the jacket around her waist. "No! Mine!"

"It's my jacket!"

"Fine," She said and sighed as she scooted off his jacket and picked it up. She knew he was right about the grass, but she'd be taking that jacket back if they were still out here when she cooled off. She had her sweater on, but it was too thin to hold any warmth which she usually so didn't mind until the wind kicked up. But right now…

Ben was so lucky that he didn't have to do any of this stuff in his body.

Gwen made a show of holding his jacket out for him, and then yanked it back just as his fingers brushed against it, "if you tell me why you weren't in class." The fire was big, but it wasn't anywhere near big enough or close enough to his school that they did an announcement. Hers was closer and it hadn't. There was only one way he would know about it...

"Never mind," Ben sulked and glared at the watch, which still glowed red at him. "It's fine out here. We must have had a heat wave."

"Ben…"

He met her eye and shrugged. "What, you've never cut class before?" And then his face split into a grin as he realized what he just asked. "Of course you haven't!"

"Have too," Gwen said even though she so, so hadn't.

"Please. You're perfect! You would never-!"

""I am not." Gwen felt like she'd just bitten into a lemon when he called her _THAT_ word. "And I so have!"

And he flopped back into the grass with a smirk every bit as bright as the sun. "I made you cut for the first time!"

She sighed and hid her face again. "You're not going to let this go, are you?"

"Let this go? I should get a medal! I made _Little-Miss-Perf-_ "

" _DON'T CALL ME THAT_!" Gwen howled and the jacket was flying before she even realized it, and her hands went to her mouth as it hit him right in the nose. God, what was _wrong_ with her? They _always_ called each other names, it's what they did. She didn't even _care_. Not even when she was mad at him, not when she had so many better reasons to be mad at him than _that_.

Why did he have to pick _that_ one _?_

"Okay!" Her cousin said, his hands up and his eyes wide as the jacket fell off his head and onto his lap. "Okay, dweeb. You don't have to… I'm..." Those words died out with a sigh before they started rushing out of him. "It was just… I had to… Don't you ever…?" he shook his head and finally deflated. "I just had to get out. It was just…"

"You don't think I would get that?" Gwen asked into her hands and she wanted to laugh at the boy and tell him _why_ she'd been in the library when he found her, why she'd volunteered to help with the computer, but she didn't. She just shook her head at him. "There are _plenty_ of days that I'd rather be…"

"Please," he snorted. "It's school. You _live_ for that stuff. You're… smart," and he sounded so bitter as he said that, "and you don't have to deal with..." his arm went around his stomach even as his words trailed off.

Gwen felt her face twist even though that was a part of their game, too. He'd call her a nerd or a dweeb and she'd call him a doofus and they'd…

It was just supposed to be a game. She sighed as deep a sigh as she'd ever made as she looked at him. The showboat and the hero and.. and maybe they didn't _always_ have to insult each other. Maybe. "I'm going to tell you something I've never said before and I'll deny ever saying if you tell _anyone_ else, but…" she took a deep breath and the words ran out before she could think about how much she'd regret saying them, "But you're - not stupid. I know you're not. I know you hate it, but you always get the math once I show you how it works. You could get the rest of it, too, if you'd just - " she made herself stop, made herself take a breath because she didn't want to fight. Not right now. "I'm not saying that you aren't a doofus, because you so are. You're a _mega-_ doofus, but you're not stupid, Ben."

He just stared at her. Stared and shook his head and when his mouth started to move she was so sure he'd find a way to argue with her about _**THAT,**_ too, when a jumbled of words fell out instead. " _GrandpaMaxwantstogoonanotherroadtripnextsummer_!"

Gwen blinked as she watched Ben's train-of-thought jump the tracks, and then she blinked again as what he said sank in. "He does?"

"Yeah. I know because I - It doesn't matter how I know it. I just do. I think it was supposed to be a surprise."

"Which you just ruined," she said because she had to say something, that she should be… Happy? Annoyed? She didn't know.

"Yeah… I was thinking… Did you have fun last summer?"

And she squirmed again as she tried to find the words, as she tried to figure out how she felt spending a summer being a hero with them and at being left behind again when the two of them went to that mysterious Plumber base and she just couldn't. "Did you?"

"Except for a certain pest…"

"Well, it's not like you could have left yourself at home."

"Hey! You would have missed me."

"Pfft. Like I would have missed the screaming, the blood…."

"Those were some good fights."

Gwen nudged his leg with the toe of her shoe and actually smiled. "I'm not talking about the aliens."

"Neither am I." Ben grinned back, and then he ran his hand through his hair again like he always did when he was nervous. "Did you have fun?"

"I don't know… I guess…" Gwen said as she hid her mouth behind her hands and thought. She should have been in class right now. Not thinking about this. Another summer… If she said yes, would he… She looked up at the sky on the other side of the branches because she couldn't stand to look at him if he laughed at her as she admitted, "I guess I miss seeing the stars. I never realized - I never really thought those astronomy shows were real. I mean, I know that everything they showed was, but we can't see anything here even with a telescope and I never knew that stars could really look like that. Do you remember when we stopped in the Mojave Desert? It was like the sky was full of Christmas lights."

But he didn't laugh. He just looked up, too, and nodded. "I miss waking up in a new place every day." He paused for about a heartbeat and grinned. "And Grandpa's cooking."

"No way."

"It makes school food taste better."

She laughed with him. Laughed hard enough that she had to wipe her eyes. "I miss how Grandpa would leave money out for us so we could get snacks."

"He did?"

"Don't you remember how many times we snuck out for snacks? Who did you think paid for all of that food?"

"The snack fairy." Ben actually looked around like he was expecting one to pop out of the bushes that were around the house with cookies and let out a sigh when none did.

He sighed, but hers was way louder as she pinched her nose. "God, Ben. Don't you ever pay attention?"

"Sure I do. When it's important." There were some days that she just wanted to _strangle_ him when he got like this and Ben _knew_ it. He _had_ to. Why else would he be grinning so wide? But not today. It was too hard to stay mad at him today when he sitting there and staring up at the cloudless blue sky above them. Stared and sighed as his shoulders drooped. "I miss the aliens."

"Which ones? The kind of nice ones or the ones that wanted you dead?"

And he just shrugged. "Both, I guess."

Gwen shook her head at that as he wrapped her arms around her middle. "You need help, Ben."

"Hey, they kept things interesting."

" _Interesting,_ " Gwen shook her head at all the world saving hiding in that word before she sighed. "I guess I miss them, too. The nice ones anyway. And the magic."

"You stopped? But, today…"

"I know. I know I promised Grandpa I would stop. Today was just a - " she tried to lie. To tell him that she hadn't touched a spell until she had to because of him. He'd promised that he wouldn't use the watch, too, and if she told a good enough lie he might even remember that. She probably didn't even have to try that hard. It was her, and she didn't lie or break a promise. Not Little-Miss... "A… I… it's different now. I had all the time in the world when it was just the three of us. Now… Now I have to stay up all night just to practice and it so isn't the same. I've been working on this one spell for weeks and I just can't get it."

And she was running out of stones. It should have been easy. It was the first charm in the whole spellbook and if she couldn't get _that_ one right…

"You will," Ben said it like he was as sure about that as he was that the next Sumo Slammer movie would actually be good and she would have hugged him if he wasn't him. "You're doing better than I am. I've had this thing for months and it still won't change me into the aliens I want a quarter of the time."

"Just a quarter? I miss guessing which alien you'd actually be."

"Yeah, yeah. It's all funny until it turns me into Ripjaws in the middle of the desert again."

Gwen shuddered at the memory like she always did, at rushing around the Rust Bucket trying to find something that could hold enough water for Ben to breath in as he gasped on the ground next to her, and at what would have happened if he hadn't taken a chance and rushed to the R.V. on the road next to them when she couldn't. "Don't joke about that."

"Who's joking?" he said. Then his eyes fell down to his shoes and his voice got small. "I miss Grandpa."

"I miss him, too." She stared down at him and finally decided to say what she'd been thinking for a while, "We should do something nice for him."

"We let him hang out with us. What could be nicer than that?"

She rolled her eyes so hard she amazed she didn't pull one and this time she did shove him. "I mean it, Ben. He's… _Grandpa_ and Christmas is coming up. We should do _something_."

"Like a present?" he said as he sat up and shoved her back. Then he frowned with thought. "Mom usually… I mean, I guess I could - "

"He doesn't need another video game, Ben. We should get him something _HE_ wants."

"Like what? Grandpa already _has_ everything he wants."

"I don't know," Gwen admitted because that was true. So she rested her chin on her knees. She looked down and absently stared at the hole she'd somehow torn in her tights. The skin of her calf looked even more pale because of the black material around it, and she fingered at the torn fabric because it was easier than thinking what she was thinking. "But we should think of something, especially if… If I… I miss waking up and him just being there." She buried her face in her knees half way through admitting that, and she was sure she'd never be able to look up again. Not without him picking on her for it.

And then Ben said, "I do, too," and he sounded so miserable that she knew he wasn't faking.

Gwen dared to peek up at that and she almost thought he was looking at her when she did, before his eyes darted away. It didn't matter, the words she _never_ wanted to say had already started slipping out, "And I miss…" and she almost bit her tongue stopping them.

Which was why Gwen didn't know how she heard the words echo until she saw Ben's hand go to his mouth, too, but it was too late. She _heard_ him say, 'I miss…' and she felt her face heat up as they both turned away. She thought that the silence would stretch out forever when her mouth betrayed her again with a whispered, "What?"

And he didn't answer. Not that anyway. He dug the toes of his sneakers into the grass before he shook his head and looked _right_ at her. "So, do you want to take another trip this summer or not?"

"Do you want me to?"

"I wouldn't… If you HAVE to tag along again…"

"Tag along?" she scoffed, "Save your butt is more like it."

"My butt doesn't need saving. I've got mad fu skills." For some reason, the boast wasn't enough this time. He stood up so he could show off those mad skills.

"That is _amazing_ , Ben. I'm amazed you don't fall over," she said with her nose up as she watched him ape every bad karate movie punch and kick ever.

"You're just jealous. And that was just me warming up. Watch this!" The boy jumped to his feet and backed up a step as he locked his eyes on the trunk of the tree that they were using for shade.

"Leave the tree - " Gwen started to say, but the words _alone_ and _you doofus_ died in her throat as he set his feet into a stance that was _almost_ right for a - a- "Ben!" She grabbed his wrist just as he started to dart forward and her hand moved so fast she would have impressed herself if her heart wasn't pounding so hard.

"What?! You do jump kicks all the _time!_ " Ben shouted back as he tried to shake her hand off, but she wouldn't let go. Not for _anything._

"Not into _trees_! And I know _how_!" Gwen knew that just as well as she did how easy it was to do those kinds of kicks _wrong_ and what could happen if he did. She'd _seen_ it happen once after class and - and legs weren't supposed to _bend_ like that. She knew that just like she knew that the doofus wasn't going to _stop_ unless she…. "I'm wowed, Ben! ! I'm wowed! I'm so impressed by your Mad Cow skills!"

"Mad fu!"

"I know what I said, and what I just saw," she said as she yanked on his arm until he gave in and sat back down next to her.

"You're so jealous it's sad."

"You're right. I wish I could look like I'd just chugged a gallon of Surge and licked an electric socket." She said and she stuck her tongue out at him. Then she asked the question she'd wanted to every time she caught him watching her practice over the summer even if he always pretended he wasn't. "Why don't you learn it for real?"

"Why? I'm already so good that if I were any more awesome, it would destroy the universe. You should face it, dweeb, the world just isn't ready for that much awesome all in one guy."

"That much ego, you mean. You just don't want to get sweaty."

"No, I just don't want to stand somewhere and have someone _yell_ at me." He sounded so bitter as he glared at his sneakers. "That's what _school_ is for. And seven hours of school a day is enough."

"Sensei doesn't _yell_ ,"Gwen sniffed, offended on her teacher's behalf even as she let out a breath. No, he frowned and that was _so_ much worse, but still... "I thought all superheroes knew martial arts. Isn't that a rule?"

"Yeah, well, we also have to have sidekicks. 'Course, I've got that one covered."

Gwen felt her mouth drop and she crossed her arms so she could give him the scowl that he _deserved._ "You did _not_ just smirk at me."

Not that it mattered. Not that it did _anything_ to the grin on Ben's face. "Which one of us was invited to join a real super team?"

Gwen sniffed. "Which one of us had to come and bail out that team?" She _still_ didn't know what to think of those three. Not that she was mad anymore for leaving her out as they tried to… but _honestly._ Those three were just _weird; f_ rom their rule book to Utimos's chocolate allergy. None of it…

"Hey, we _both_ had to bail out the Galactic Enforcers!" Ben's voice cut right through her thoughts and she could have _crowed._

" _Exactly_." Man, she loved it when the doofus proved her points for her. "And just think about how much easier it would be if you knew what you were doing!"

His eye twitched at that, but smirk got bigger. "Hey! Better lucky than good."

"Yeah," Gwen agreed with a nod before she pressed a hand over her heart, "but I'm Lucky Girl, remember?"

"Like you would ever let me forget it," Ben said as he threw his arms wide. Wide enough that they both saw the familiar green glow from the watch. "Thank God."

"Will you at least think about it?"

"Think, thought, thunk."

"And?"

Ben gave her a side-eyed stare and sighed. "Are you going to be like this all _summer_?"

Gwen blinked in surprise and felt herself grin. "Probably.'

"I knew I shouldn't have said anything," the doofus muttered, and he tried to sound so annoyed, but she saw his lips twitch up as he pulled on his jacket. Then he hit the button on the side of the watch and made a show over twisting the dial. "Let's see. Who to be, who to be? I know…"

Gwen's hands went right for her nose the second the green light faded away, but it didn't help. Her eyes were already watering as she cried out, "Come on, Ben! Not Stinkfly!"

"I didn't mean to!"


	6. Family Matters

**Summary for the Chapter:**

> For the first time in six years, the Tennysons are spending Christmas together...

Chapter Six: Family Matters

_Outside of Ben's House_

_Bellwood, California_

_December 25th, 1998_

_12:25 pm_

It was just a door.

A door that would have been plain and white on any day but today, when it was surrounded by Christmas lights on a porch that glowed with them even though the sun was high overhead. There were even more lights burning in the tree by the driveway and dozens of decorations in the yard around it. The only thing missing was the snow. Gwen felt sick anyway as her eyes went back to it even though she _knew_ feeling like that was _stupid._ It was just a _door._

In the past few months she'd dealt with everything that every horror movie she'd ever seen could dish out. Even demons - if she counted Ghostfreak, which she so did - and the giant sentient fungi that could have been something Lovecraft dreamed up. She shouldn't be afraid of a _front door._

And her parents _definitely_ shouldn't be freaking out about it either.

"It's still not too late," her mother said from the passenger seat after she'd checked her make-up for the third time and winced when she put her compact away because the front door was still _right there._ "I heard the car making a terrible rattle while we were driving over. We can just say we couldn't make it and have Max come by on Saturday like he always does. It's only two days away. It still counts as Christmas."

"I heard a rattle, too," her father said and he sounded so thoughtful as he said it that Gwen could almost ignore the fact that his knuckles were white around the steering wheel. "And Carl and I are going to watch the game at the Pub on Sunday. We can just trade presents there and we'll have that much more to unwrap when I get home. Doesn't that sound better, Pumpkin?"

Her mom nodded and turned in the seat with a grin. "Why shove Christmas all into one day when we can enjoy it over the next four?"

Gwen looked at them both and, just for a second, she was tempted. Then she remembered who she was doing this for and she squeezed the present she was holding so tight that the paper almost tore. "You two promised!" she said and she wasn't afraid to let the whine in her voice now. Just like she wasn't too proud to give them both the Bambi eyes if she had to so she could give Grandpa his present. Her mom usually didn't even notice, but her dad always crumbled when he saw them.

Except for today. She got them both today. Gwen hid her grin as her parents shared a look and a sigh before they opened their doors. Not all of her evil magic came from a _book._

But she didn't know how long this would last either, so she shoved her door open and sprang out. She wanted to get to the door before anyone could change their minds, but her luck was no match for her mom's speed and she barely made it a step before the woman caught her by the arm. "Mom!" Gwen sighed, but this time her Bambi eyes were powerless and her daddy pretended not to notice as he went back to the trunk as he brushed off his suit coat.

"If we're going to do this, then we're going to do this looking our best," Mom said, her eyes calculating and her hands quick as she brushed back the one of the stray hair that slipped free from Gwen's hair clip before she reached down and smoothed all the wrinkles in Gwen's dress that she could _always_ find. "Honestly, Gwendolyn, we were only in the car for a few minutes. How on Earth did you get so _messy_?"

Gwen winced at the words, but she just stood there and let her mother primp her without saying a word. She could make the world dance with a word and a look, but she already knew she couldn't win this fight. She never had, not even once. She just wished that the wrinkle in her mother's brow would disappear, but it didn't.

Not even after her mom got done brushing and straightening everything on Gwen that she could. If anything the line got deeper as she started picking at her own dress, and that didn't stop until her Gwen's daddy came back with an armful of presents. "Frank, be honest. How do we look?"

"Hmm…" her daddy said as he looked them both over, his eyes owl-like under his glasses, before he grinned. "Like Christmas angels." The words were bad enough, but then her dad just had to grin and...

"Dad!" Gwen said as she flushed and her eyes dropped to her green dress.

"Frank!" Her mom gasped out at the same time, shocked and pleased all at the same time.

And her daddy didn't sound sorry at all that he made them both blush, the _jerk._ "I mean it, Lili. Those dresses look even prettier than you said."

"Flatterer," Her mom said and Gwen closed her eyes because _so_ she did _not_ need to see her parent _kissing_ today. There were some things just too horrifying, even for a ninja sorceress. She only opened them again when she heard her mom sigh and saw her mom's eyes locked on the door. "I suppose we should go knock."

"I don't know," her daddy said as he let her mom take some of the presents, but only some. "We can just leave everything right there by the door. It can be a surprise!"

"I just saw the curtain move," Gwen told her dad even though she hadn't. "It won't be that much of a surprise."

"But if we left, it would be one heck of a present," her mother sighed as she started to the door with half of the gifts in her arms and a face full of doubts. The doubt never left her eyes, but her frown was gone before her high heels hit the porch and a smile had taken its place by the time she pressed the doorbell, and when the evil, evil door finally anyone would have thought that the woman was happy that she was here just from the way she said, "Sandra!"

Anyone who didn't know her, anyway.

"We were wondering when you would get here!" Gwen heard her aunt say. Gwen couldn't see her, not past her parents, but she knew just by the tone that her aunt was wearing a smile every bit as fake as the one her mom's. "We thought you'd be here sooner!"

"Be careful, Honey. Frank does bill by the minute," Uncle Carl's added in and his joke sounded more natural than anything that the women could manage.

"More for family," her daddy shot back and they all pretended to laugh as they shuffled in.

Gwen followed after them as she squeezed the present between her hands and tried to think positive like Grandpa always told her to. Tried. Then she got lost for a second as she stepped through the door and looked around. Ben's house didn't look anything like she remembered and it didn't seem like anything had changed all at the same time. She couldn't remember what the carpet and walls had been like when she'd _had_ to come for the dweeb's birthday party - she didn't remember anything but the stupid smirk he gave her just to remind her that he was ignoring her - but she was _sure_ that they weren't the sandy white and soft blue that they were now that made the hall feel more like a beach than a home.

But besides that…

She couldn't see much, but the hall was still lined with photographs hanging everywhere without the slightest care if they were in order or lined up right. Honestly, there was a picture of the doofus sitting on Santa's lap when he was _three_ hanging right next to one of him in his baseball uniform from just last year! Who _did_ that?!

Just looking at it made her fingers _itch_ and she bit at her lip so she didn't push her way past everyone and start _fixing_ things.

Then she forgot all about how much of a _mess_ everything was as her mom let out a sudden titter of a laugh and said, "I'm just glad that we finally made time to get together," while everyone else grinned like _any_ of this was their idea.

Not that it mattered. This was for _Grandpa._ She could -

She could just stand there as her aunt called out, "Gwen! There you are!" and all the smiles turned real as the woman slipped between Gwen's parents like she was the alien. And maybe she was, because she moved faster than any of them when it came to hugs.

Hugs that Gwen never fought at all.

This time the smiles didn't end when the hug did. If anything her aunt looked even happier as she stood back up and brushed a hand over the Christmas flowers embroidered into the top of Gwen's dress. "Oh, honey… That green is just perfect on you! And the pattern!"

"Thank you, Aunt Sandra," Gwen said with a smile that would have become a full on laugh if she hadn't covered her mouth with her hand when she saw…

Now that her parents were out of the way she could finally see the sweaters that her aunt and uncle were wearing and they were _things_ that only they could find. Gwen didn't know _how_ they could keep smiling when her aunt's red one had Santa holding a sack over his shoulder while he raided the refrigerator splashed across the front while her uncle had the man chasing after nine cartoon reindeer that were dashing across his green one, but they did and she loved them for it. "Where did you get those!?"

"Santa," Uncle Carl said, his eyes sparkling as he ruffled her hair and laughed as her hands darted up to fix it. "And I think he left a box here for you, too, Honey Badger."

Gwen grinned up even as her mom gave her uncle a smile that didn't reach her eyes, "Carl, you shouldn't have."

Her father snorted. "Let her have it. Besides, we can make her wear it in public when she's bad."

"Dad!" Gwen gasped and glared. "Don't you dare!"

"You know better than to say that, Honey Badger," her uncle said as he smirked at them both. "Never dare a Tennyson!"

"Uncle Carl!"

"You tell them, Sweetie!" Aunt Sandra said with a giggle, which always threw Gwen. She never heard any other adult giggle like her aunt did. Then her aunt shook it off and tried to look serious, which only made her look sillier. Silly enough that Gwen had to lean in when she did, just so she could catch the joke. "And it's just Carl and Sandra, Honey. You can skip all that aunt and uncle nonsense."

Gwen came so close to giggling at the words. So close, but she caught the laugh in her hand just in time. "Good one, Aunt - "

"You heard Sandra, Gwen. No more of that," her uncle broke in. He was still grinning, but...

But his eyes were serious and Gwen felt her stomach drop. "What?" she said as she looked at them both and waited for the gotcha that never came.

Her mom didn't wait. She just sighed and reached up to pinch her nose. "Not _another_ book, Sandra."

"Gwen's a smart girl, Natalie," her uncle… Carl - Just Carl? It seemed so weird when she said it in her head, but she had weirder thoughts - said as the smile faded from his face. "And almost eleven. She knows who we are to her. She doesn't have to say it every time she says our names."

"She's smart enough to know that tradition matters, too, Carl," her father said. He didn't look mad, not like her mom. No, he had the same tired and slightly sick look on his face now that he'd got when she was little and she'd gotten him to ride a carousel with her for an hour.

"Tradition isn't - " her aunt started and the laugh left her voice as a fire filled her eyes.

A fire that almost matched the one Gwen saw in her mothers. "Tradition is the _only - "_

Gwen felt her heart thump as the two women started to glare and blurted out the only thing she could think of and the only name that mattered today, "Where's Grandpa?!" and all the adults blinked at her voice and looked down at her like they'd forgotten she was even _there._

It should have made her _furious,_ but she'd take confused over angry.

"He just called. He was late getting back from au - " Carl finally said and he winced as he caught himself, "Vera's last night and he just woke up. He should be here in about a half hour."

A half hour?

Gwen watched the four adults exchange looks at that even as her stomach fell and her eyes went to the living room. She could just see the lights from the tree glowing against the ceiling and she held her breath as -

As Ben _finally_ finally decided to show up. He came galloping into the hall and his words were a blur, "Hey, Dad! That new T.V.'s got picture in picture so we can watch two games at once! You gotta make Uncle Frank help you set it up when they…"

Gwen was sure that he'd freeze when he saw them all staring at him. They might be family, but they were company, too, and you just didn't see company when you were wearing pajamas like Ben was. No, you looked your _best._ That's what her mom always said. Anything else wouldn't be _proper._

Not that Ben and his parents cared about any of that.

Still, it could have been worse. Proper protected her from the hideous sweater Ben had pulled on over his pajamas. Only his parents could have found one with the Grinch stealing a Christmas tree that had working Christmas lights sewn in, and only _he_ would wear it.

No one else would _dare._ They all knew what _shame_ was.

Not that he cared about _that_ any more than he did being a gentleman. "Finally!" he shouted and he didn't even bother to say Merry Christmas to _anyone_ before he started shoving his way to her with a grin as bright as a sweater. "Where have you been, you dweeb!? I've been waiting all morning! Come on!"

"Ben!" she shouted at him as he grabbed her hand, but he didn't care about that either. She didn't even get a chance to call him a name before he spun around and started running again and she just _had_ to follow after him. They were halfway up the stairs before he even gave her a second to shout, "Help me!" at their parents, who were all grinning at them and shaking their heads.

"A new TV?" she heard her father ask and his voice perked up as she grinned.

"Sixty-six inches," her uncle - Carl - bragged and he sounded every bit as mature as Ben right then. "There's a game on in twenty minutes if a office-drone like you still has a little lifting left in you."

"The mayor must have you working on the sewer systems again, Carl, considering what you're shoveling," her Dad laughed at the challenge and Gwen felt her whole body unclench for the first time in weeks. She knew her daddy. It had been years since they got a new TV, but Gwen still remembered the day that he spent setting it up while she and her mom split the cookies and hid laughs as they 'helped.'

She should have felt bad that they made him move the thing so often, or that their suggestions for the settings screwed up the colors so bad that even Ben's sweater looked tame by the time they were done, but just when she was about to, she saw him grinning and it was _amazing_. If Ben's dad was _anything_ like hers, and if his mom would just play along...

"I was thinking setting it up over there by the far wall, Frank, but we'd have to move the tree first…"

"That would work, but it would look perfect over there by the - " her father's voice called out behind Gwen and she just smirked. They were safe until Grandpa got here. Easy. Which meant she could focus on getting her hand back. "Where are we going, Doofus?" She asked as she yanked at his, not that he let go.

Not that she tried all that hard.

"My room! I got Sumo Slammer II and I've been waiting all morning for you to get here so I can cream you!" Ben shouted over his shoulder as they hit the hallway at the top of the stairs and darted for the second door on the right.

"You wish!" Gwen laughed as he slammed through the door and they exploded into his bedroom. He finally let her go just before he took a running jump onto his bed that bounced him clear to the other side where he scrambled for the pair of controllers were already waiting.

For just a second she wanted to do the same thing. No, she wanted to do it _better_ and scoop up both controllers, but then she remembered that she was wearing a dress and _someone_ had to act civilized in this room. So she shoved the idea away and made to dart around his bed when she saw the TV on his dresser and the bright red **VICTORY** banner that filled the screen and stopped dead. "You've been practicing without me? Cheater! Cheater!"

"Threw out the manual, too!" Ben said as he stuck out his tongue and his fingers flew across the controller and hit a button.

" _A new challenger has appeared!"_ a deep voice boomed out from the TV as the screen changed to a burning city and Ishiyama landed a flying kick on a snake woman. " _For honor! For Zipangu_! _Fight!"_

"Cheater!" Gwen howled again as she forgot all about being civilized as she threw herself onto his bed and scrambled for her controller. She knelt there with her feet tucked under her and bounced along with every move she made her character make. "Taste foot!"

"Eat fist!" Ben shouted back and the bloodbath began. They went at it for three rounds before he finally collapsed back onto his bed with a shouted "YES!" as if his one win beat her two. When he finally opened his eyes again he cocked his head and frowned up at her. "Why are you so dressed up anyway? I thought you were going to church last night."

"We did," Gwen said as she rolled her eyes because he _just_ noticed and said the one word that explained everything. "Mom."

Ben shot a glare at his open door, but he didn't say anything but a muttered, "For Grandpa."

"For Grandpa," Gwen agreed. She should have let it drop there, but she just couldn't resist. "You can still call him that, right? Because calling him Max is just - " She knew it was her Grandpa's name, and she could just about wrap her brain around losing the uncle and aunt, but saying anything but _Grandpa_ felt so wrong that it made her gag.

Or it would have if watching Ben wasn't so funny. His eyes grew three sizes before he charged at the door and his shout filled the _house._ "Mom! You _promised_!"

"Sandra, Honey!"

"You're letting him call you by your first - ?!"

"How does it look to _you_ , Lili?" Gwen heard her daddy ask. He didn't shout like her mom and her aunt had, but his voice echoed up the stairs all the same. and it sounded thoughtful and frustrated all at the same time. "I think Carl has gone color blind."

"He's your s-!"

"Natalie, tell my brother that he's nuts! The balance is perfect!"

"- and… and… and I don't know, it still looks a bit off. What do you think Sandra?"

"I think that Frank needs to up the contrast a little bit more. Another cookie?"

" _MOM_!" Ben tried one more time before he slammed the door behind him before he sulked back to the bed. "Sorry. It's a whole _thing_. Did your - ?"

"She only got up to a four before you came charging out." Gwen shrugged as she set the controller down and stretched out across his bed with a contented hum. She wouldn't have dared if the bed was actually made or if he'd gotten dressed before they got here, but if he got to be comfy so did she. Besides, she was feeling good, so she set her chin on her hands and absently kicked at his pillows. "She was gearing up for an eight, but you kept her from getting up a whole head of steam. Good timing, Doofus."

"I love it when a plan comes together," Ben said with a smirk as he came running back and jumped on the bed again. He landed right next to her and she let out a little shrieked, "Ben!" as he landed hard enough that she _bounced_ and he just _laughed._

Or he started to, anyway, before it got strangled off as he grabbed at something on the bed next to her. She almost asked what his problem was when she realized he bounced everything on the bed.

Everything, including the present she'd tossed on it when they'd started playing. The one that she spent the whole ride over wondering if she should give him or just toss under the tree and hope he didn't bother to read the tag.

"You really did get me a present?" he asked as he eyed the brightly wrapped thing in his hands and made a face.

"Duh," Gwen said even as her stomach ached because she knew that he already figured out it was a book just by the shape. "I've only been telling you I was for a month now, Doofus."

"Yeah, but the way you were talking..."Ben said as he picked it up and she didn't know what was worse, the flash of disappointment that went through his eyes or the way his mouth stretch into the same rictus grin he made when Grandpa asked how he liked his dinner. "Thanks."

And she wished she never said a word as he picked at the wrapping paper. She shouldn't have taunted him with hints and smug grins. She shouldn't have wondered if he'd get anything for her. She shouldn't have said a word to her mother about…

"Yay, a book," Ben said before he even tore the first bit of paper away. "Thanks."

The thing that hurt the worst was that he wasn't being mean. She knew what he was like when he was and this wasn't it. She could tell he was just because he was still picking at the wrapping instead of just tossing the whole thing away. So she had to try, too. She leaned in and hoped that Ben would trust her just once. "Give it a chance, Ben. I know you don't like to read, but I think you'll like this one! It's all about science and how sports use them and…"

"Okay, that settles it," Ben snorted as he finally looked up and gave her a side eyed stare. "You've spent way too much time _reading._ Even _your_ nerd brain is fried if you think that this is about sports. Grandpa and I are going to have to take you to a few games so you know what they are."

"I know what sports are!" Gwen shouted at him and she grabbed at the book. He didn't try to stop her at all and she was about to show him how wrong he was if she had to hit him with the book first. "And I know that they only work because of science! And if you'd just look at - !" She demanded as she ripped off the last bit of paper and finally saw the cover.

After that her words died and there was just horror.

"Don't judge…" Gwen tried anyway. " **A Brief History of Time** is really… It's…" She loved it when she read it a few months ago. She really did, but she didn't understand most of it and half of the fun was finding out what the heck the book was talking about.

Half the fun for _her._

"This isn't… I showed mom that was all about sports and science when we went present shopping and I…" And her mom even _flipped_ through it. Gwen was sure… "Then she asked me what my favorite book was lately," she admitted as she squeezed her hands together. It wasn't like she could tell the truth about her real favorite book and this was the first one she thought of. "I thought she was just going to get me more like it, I never - "

Her mom bought _that_ book? For the _doofus?_ What was _wrong_ with the woman?

"So you didn't…?"

"Please. I know you better than _that_ ," Gwen said as she dropped the book back on the bed and she tried to make herself smile.

"Good," Ben said as he took the book back and tossed it off into the corner, where it would never be seen again. The thing his mouth twisted itself into evened out into a grin. "I thought Santa was branching out from coal."

"If he did, he really was watching you over the summer, you doofus," she said as she punched his arm and let out a nervous laugh. "Do you really think I would have gotten you _that_ book?"

"Duh. You're you." He shrugged and rubbed his arm. He looked ready to punch her right back, but he let out a snort instead as he reached for the controllers instead. "But blaming your mom? I don't even know why you're pretending, you Dweeb. It's a pretty sick burn and you deserve your bows. I knew there was hope for you, but the joke's over now. So double or nothing?"

"Yeah," she took the controller and the game just started when she hit the pause button. "Burn?"

Ben hit the pause button with a groan. "Fine. You got me. All that talk about how you were getting me something amazing and how you'd done magic so I couldn't snoop… It was a great trick and I fell for it. Vince McMahon ain't got nothing on you. Can we play now?"

"Yeah… It was a great…" Gwen swallowed hard as she picked up her controller before she set it down again. "It wasn't a trick. I really did try to get something for you."

"Yeah, yeah. The second I figure out this combo I'll have something for you, too!"

Gwen watched his fighter jump across the screen and land a tornado kick before she slammed her thumb down on the pause button and squeezed the plastic brick in her hands. "I really did have something. I thought I could get it together before Christmas, but I ran out of time." She'd done so many extra chores for her parents and Grandpa and it just wasn't enough. If she could have just opened her card from her morfar and mormor a couple of days early…

Ben shot a look over at her and she knew he didn't believe a word of it. "You did? Then what's with the book?"

"I had to bring _something_ , so I asked mom if she had an extra present I could give you and she gave me that. I thought she'd _listened_ ," she bit off that last word and she didn't know why, and she didn't stop to think about it either. "It was already wrapped and everything, I just put on a new tag. I thought... I don't know. I was going to give you your real present at your birthday party instead." It was cutting it so close, but it would still work. And it was only two and half more weeks. She couldn't believe he was even acting like this over a lousy two and a half _weeks_. She should yell at him just for being so -

"Okay."

She stared at him. "Okay?"

"Yeah. You should have just said so. Giving me a book," Ben shuddered at that. "I've never read a book and you _know_ it."

"You have, too," Gwen said, the words automatic. Then she sucked in the first real breath she'd had since she figured out that she was out of time. "Really?" She wanted to believe him. Heck, she wanted to cheer. She hated that they shared a birthday sometimes, but everyone shared Christmas.

Their birthday was just for them.

"Yeah, but it better be good," Ben said as a truly evil grin made itself at home on his face, "because _you're_ not getting your present until your birthday party, either now!"

Gwen knew that she'd never hear the end of it if her mom heard the snort that she made at that. "Please, Ben. Giving me the old comics you don't want anymore does not make a present." She saw the look he gave her and that's what made her add on. "It's okay. though. I don't mind. Some of the comics were…" She wanted to say good, but…

"Okay, one; they were vintage, not hand-me-downs," Ben said as he gave her a dirty look. "And two…" He got up and walked to his closet and yanked the door open so he could reach in as stuff just came spilling out. Stuff he just kicked right back in as he pulled out a brick-sized box that was messily wrapped in Sumo Slammer paper. He slammed the closet closed again after that and darted back over as he held the present out to her and kept it just out of her reach. He held it just still enough for her to see her name on the tag before he stuck his tongue out at her and shook the box. "So there."

"You got me a Christmas present?!" Gwen asked, she couldn't help the shock in her voice any more than she could keep her hands from reaching for the box.

She didn't know how, but his grin turned wicked as he corrected, "Birthday present," and backed away.

"Can I…" she asked as she started to get up.

He waited until she had a foot on the floor before he shoved her back on her butt with his free hand. "Nope."

"Just one shake?" she asked with her best pout. "I have to wait a whole _extra day,_ Ben! Please?"

Ben tapped at his chin and went pure super villain when he turned around and put her present back into the closet. "Nope. And I'm moving it the second you leave, so don't be going all witchy."

"You are so mean," Gwen grumbled as she crossed her arms and glared. And then she had an evil thought of her own. Somehow she managed not to smirk as she gave him a wide-eyed look. "Fine, but if that's my birthday present, what did you get me for Christmas?"

"What?" And his grin died faster than an ice cube on a summer road. "That! I got you that!" He sputtered and waved at the closet door.

"That's my _birthday_ present! I can't believe you, Ben! You didn't get me anything for _Christmas!"_ she wailed before she buried her face in her hands and watched him go pale from between her fingers.

He looked like Ripjaws gasping for air as he stared at her, but he only sounded a little desperate as he shoved a finger at her. "You just said you wanted to wait until our birthday!"

"It's Christmas!" she howled again as her shoulders started shaking.

"I - I got you something!" Ben stuttered as he went to the door and his hand went to the watch in what he probably imagined was a subtle move. "But I wasn't dumb enough to hide it in here! Just give me a second…"

His hand was on the door when her giggles finally slipped through her fingers.

He stopped dead in his tracks and he didn't even try to muffle his, "I hate you."

Her hands went back to her face because she was laughing so hard she had to wipe her eyes. "God, your face! I wish I had a camera. It was priceless!"

"Hate you so much."

And he was still glaring when she finally opened her eyes again. "All right, I'm sorry. I shouldn't have done that. Not when…" Not when he'd been so... so not him about his present. She stretched back out on her stomach before she grabbed up the controllers again and held one out. "Game?"

"Still hate you," he muttered as he looked at his watch. "And you know I'm going to make you pay."

"I know, but was still worth it, Doofus," she said as she grinned up at him and kicked her feet against his bed. He really did get her a present and she had all day to make him hand it over! But until then… "So, more Sumo? Unless you've got something else we can do in here while we're waiting for - " she asked as she let her eyes wander around his bedroom. And then they went wide as she realized, "This is the first time I've been in your room in - in - !"

In forever!

She'd been five the last time and there had to be all sorts of embarrassing stuff around. Not from the heroing. Ben probably still had all the stuff in the box he'd kept it in over the summer, and knowing him, he's shoved it under the bed. Her eyes darted around, already looking for sweet, sweet blackmail material. There were still cartoon posters hanging on his walls, even if sports and horror movie ones were making a dent, and comics and piles of clothes and toys and…

And it really hadn't changed all that much. "Boys."

The only thing that had really changed was that he'd actually cleaned off the top of his desk. She remembered that being ground zero for his mess last time, back before his closet became a petri dish. Seeing his desk clean was amazing, but she wanted juicier stuff than that, so she kept looking.

That was when she saw the guitar leaning against his nightstand and she couldn't believe that he actually had one. Sure, she'd heard him rock out in Chicago, but there wasn't any way he'd been playing for _real._ Not her doofus of a cousin. She _knew_ him, he'd never…

But as much fun as it would be to make him admit how he faked Fourarms playing two guitars at once, she wanted _blackmail_ and even if he admitted how he'd just be bragging. So she kept looking.

If she hadn't, if she'd paid attention to the doofus instead of his stuff, she would have seen the danger coming a long time before he grabbed her by her hip and her shoulder and started pushing. "What are you-!" she shouted as she grabbed at the sheets, but he didn't stop.

He just looked down at her, his eyes wide with fake horror and his shirt pulled up over his mouth, as he kept shoving her, "Dweeb alert! Dweeb alert! The bed is contaminated with cooties!"

"I am not contaminated!" Gwen shouted as she tried to scramble back up and push back, but Ben didn't give her a chance.

"That's what you said back then, too!"

"For the last time, that wasn't coo - _**BEN!"**_ Gwen squealed as the bed disappeared under her. She fell right into a pile of clothes and she didn't have any idea if that was better or worse than hitting the floor, just like she didn't know if the clothes were clean or dirty. Heck, she didn't think Ben knew either and was so not going to lie there long enough to find out. She scrambled out of them and had to kick away a Sumo t-shirt that had gotten tangled around her foot in her mad dash out. "Gross, Ben! Next time I'm over, you have to clean up first!" she shouted so loud her voice cracked and that only made him laugh harder.

Or he was until she grabbed something off the top of the pile and flung it at him. She didn't know it was a pair of his socks until they hit him in the face and she let out a triumphant giggle even as he gagged and flailed to get the thing off. "Gross! If you want to play dirty…" The doofus spun around at that and disappeared behind the other side of the bed as she scrambled back to the pile so she could get more ammo and sweet, sweet revenge and that was when she saw something under his bed that made her forget all about it.

It was even more of a mess under there than she _imagined,_ with shoe boxes and clothes and comics all just jammed under there until it looked like he was sleeping on a garbage heap _again,_ but there were a couple of boxes by his desk that - that she _knew._ One of them looked just like the tool kit she had for her computer class and the other...

She reached and brushed her fingers against it to make sure it was real, but that didn't take _any_ of the confusion out of her voice when she asked, "Ben, why do you have a soldering iron under your - ?"

The rest of the question disappeared as more clothes dropped down in front of her and she shrieked and yanked her hand back as one of his boxers _almost_ fell on her fingers. "Ben! Don't you _dare_ throw any more of your gross - " she started shouting as her eyes flew up, sure that he was throwing his nastiness across the room at her.

He wasn't. It was so much worse than that.

"I told you I'd make you pay," Ben said in a voice that sounded so evil as he loomed over her from the top of the bed with a pile of clothes in his arms and a wicked grin on his face.

"Don't you dare!" Gwen shrieked as she scrambled away from him.

He just cackled as he jumped off the bed and followed after her. "I got these all from the bottom of the hamper and even _Stinkfly_ would wince from this reek! You _better_ hold your breath, Dweeb!"

"BEN!" Gwen squealed as she threw her arms over her head, a second away from calling up a shield even though their parents were right downstairs.

"It's nice to see that some things never change," a new voice called out with a booming laugh just as her fingers started to dance and a second before Ben could bury her. It was a deep voice that she knew even better than she knew her own, just like she knew that she was grinning just as big as Ben was as he tossed the clothes away and she scrambled to her feet. They dashed for the door and shouted "Grandpa!" together as they tackled the man.

"Hey Sport, Pumpkin!" he laughed and picked them both up. It seemed like the hug went on forever before it stopped way too soon and he set them both down, but he didn't let them go. "I don't know what the bigger surprise was, you two, seeing Frank's car in the drive or hearing that you two set all this up!"

The words just tumbled out at that. She heard the doofus let out a fake groan before he moaned, "It took forever!"

"And I had to get mom and dad to redo their whole schedule - " Gwen said over him.

" - and we had to have a coin toss because _she_ didn't want to arm wrestle for it, but - !"

"- but the only thing we ever heard you say you wanted was..." Gwen finished and she fought down the blush as she realized how stupid that sounded now that she said it out loud. Getting their families together for Christmas wasn't a present, not a real one. It didn't matter how much they had to work on it, or how many nights Ben snuck over to her room just so they could make plans for everything. They should have thought harder. They should have gotten him something _real._

Ben ducked his head and ran his hand through his hair and she knew he was thinking the exact same thing. "We hope you like it."

"Christmas with both of you at the same time?" Grandpa said, and his voice sounded so odd that Gwen just had to look. If she hadn't, she never would have seen his grin, or the way his eyes glistened before he scooped them back up. "It's the best present anyone has ever gotten me. I couldn't have asked for anything better."

"Grandpa!" It was embarrassing enough that Gwen almost tried to wiggle away before she wrapped just her arms around him and leaned her cheek against his shoulder. "Merry Christmas."

"Merry Christmas, you two," Grandpa said, and this time the hug lasted just long enough. "I mean it, this is a wonderful present, but I'm starting to think mine aren't going to measure up now."

"Of course they will!" Gwen protested.

And Ben nodded, but he _so_ didn't help. "We're not gonna know until you show us…"

"Ben!"

"He's got a point, Pumpkin. So sit down you two and - " and Grandpa laughed again as his words sent them scrambling for the bed. He kept laughing as he went back to the door and said when he finally let them go and he turned and picked up the bag that he left by the door. The plastic stretched like it was full of groceries instead of presents and she saw Ben grin at that. For once, she didn't blame him. Grandpa always had the best presents and she couldn't even imagine…

He pulled the chair out from under Ben's desk and sat down. He looked huge on it and almost like Santa Claus again if he'd just had a beard. Not that she's seen many Santa's run a hand through their hair as they stared down at their bag of goodies. "You two were hard to decide on this year."

"You didn't have to get us anything," Gwen said because it was true. Not when he'd already given them one summer and was going to give them another one.

Ben nodded. "Yeah, we already know about next - " He started before he turned white. "Next… week when…" And he gave Gwen a panicked look.

"You doofus!" She hissed back because she couldn't think of anything else.

"Hmmm... I thought I heard someone else pick up the phone when I was talking to your parents a while back," Grandpa said as he gave Ben a look.

"Sorry, Grandpa."

"It's okay, Ben," Grandpa winked and looked over. "But I haven't asked you yet, Pumpkin. There's a lot of places we didn't get a chance to see yet. Are you up to another trip?"

She grinned and kicked at the bed with her heels. "With you, Grandpa? Anytime."

"I'm glad, it wouldn't be the same without you," he grinned as he ducked into the bag, "but since that cat was out of the bag, I figured I should get a couple of new ones."

"You - "

"I know, Honey, but I did anyway. Your parents are almost finished downstairs, but we should still have time for this. I know you both gave me hints over the months, but I wanted to make this special after everything that happened. I hope you like them," Grandpa said as he reached in the bag and pulled out wrapped box that was way bigger than his head. Gwen's mind raced as she tried to figure out what it could be and for just a second she thought it was hers, but it didn't bother her at all when he handed it to Ben instead. "I'm counting on you to take care of this, Ben. I spent two days going through Vera's garage trying to find it and I'm not going to brave _that_ again. She saves _everything._ "

Knowing that it was something that their great-aunt had been saving was enough to make Ben's smile flicker, but it wasn't enough to kill his curiosity. He still tore through the paper like the alligators they saw at feeding time and yanked open the plain brown box inside with almost as much force. He reached in and his present frenzy only stopped when he pulled out the thing inside.

It was a helmet, a real one made out of metal with a glass visor and everything. It was olive green except for a decoration of an eagle diving talons first that someone had painted on the sides. It looked ancient, with the paint cracking and peeling and the foam inside dried out, but it wasn't time that put a nasty looking dent over the right temple that crumpled most of the eagle there. It looked huge in Ben's hand and even bigger as he put it on. Big enough that his head disappeared inside as it dropped down almost all the way to his shoulders. "What is it? Grandpa? A collectible?" Ben asked, and his voice was muffled by the visor as he tried to look around

"Of a sort," Grandpa said as he leaned over and lifted the helmet off of Ben's head and handed it back while Gwen just stared at the thing. Then she forgot all about helmets and presents as he added,"That helmet saved my life when I was shot down over Vietnam."

"You had this when you were a Plumber?" Ben asked with an awe that she so understood. Grandpa always had stories about the things he'd seen and the stuff he'd done, but he barely said a word about why he was there. He had so many stories, but even after they found out the truth he didn't talk much about those days, and except for the stuff he had hidden in the Rust Bucket they'd never even seen anything that he'd used back then.

Not that it mattered. Not right now. Gwen sucked in a breath as her hands went to her mouth as her eyes shot right back to the dent. "You got shot down?"

"No, no. This was before that, Ben. I was just a fighter pilot then. And as amazing as it might seem, Gwen, I did." Grandpa said. He took the helmet back from Ben and lifted it so he could look into the visor. "It's a heck of a story if you two want to hear it."

She shot Ben a warning glare, with dire promises of what would happen if he messed this up and saw him give her one right back. "I guess we have time," Ben said like he wasn't just as curious as her.

"Thanks, Sport," Grandpa chuckled as he turned the helmet this way and that in his hands. Then he brushed a finger over the eagle on the side. "The war was just ramping up and I'd been stationed there for eight months before I got orders to report to Houston for Astronaut training. This was going to be my last flight and I could have begged off, but it was my turn on the rotation and I owed it to the guys to go out one more time. Besides, we were just supposed to do a quick search-and-destroy mission like we'd done a dozen times already. It was routine…"

"Grandpa! Haven't you ever even seen a movie!" Gwen joked even as her arms went around her stomach.

For once Ben didn't joke. He just stared down at the helmet and he almost sounded awed as he asked. "What happened?"

Grandpa rested the helmet on his knee so he could look at them as he told the story, but his eyes kept drifting back down. "The mission was a piece of cake. Chris took some damage, but our Thuds were tough and we weren't worried. We were maybe twenty miles from the border and the sky was clear until it wasn't. We barely got a warning on the radar before this _thing_ came flying out of the jungle behind us. It got…" his voice broke, for just a second. "I just saw the flashes of light as it shot down the rest of the squadron, but I got lucky. I was flight lead so I was the furthest one away and already dodging by the time it got to me. I'm not even sure if it even tried to take a shot before it overtook me. I never saw anything move that fast. Not until - " he shook his head. When he started again, his eyes were glued on the helmet. "Base was screaming at me to disengage, but I… It got everyone else and I wasn't about to - "

Gwen glanced down and saw her Grandpa's free hand tighten into a fist and she tried to picture him sitting in his cockpit, watching the thing that just hurt all his friends and hearing whoever was in charge telling him to let it go and - and she couldn't picture her Grandpa doing anything else. The man she knew stayed calm no matter what was going on around him and would have listened because it made sense, but she knew he didn't just from the look in his eyes.

It wasn't like _anything_ she'd ever seen in the big man's eyes before, but she knew it anyway. She's seen it in the doofus's eyes often enough. She'd seen it every time Grandpa got hurt during Hero Time.

Ben had that look now, the angry scowl as his hand kept brushing over the dial of his watch like there was an alien hiding in it that would let him go back and get whoever it was that hurt their Grandpa. She reached over and grabbed his watch hand so he wouldn't try it. She wasn't shocked that he shook her off, but at least he stopped touching the Omnitrix. He still sounded fierce as he asked, "And you showed them who's boss, didn't you, Grandpa?"

Grandpa's eyes were locked on his old helmet now, and he sounded so far away as he said, "I couldn't even really tell what it looked like. The ship was just lights and shadows, but I hit the afterburner and chased after it. I knew that if I could just lock on, I could make them pay." His lips moved into something that should have been a smile. "I think following them is what annoyed them, because they came around. They were overconfident bastards, too. If they'd been quicker… but they weren't. They wanted to play with the primitive human. I heard the growl as my missiles locked on and launched just before they took their shot.

"It was so bright, like the sun appeared right in front of me and then my wing was just gone. Somehow I kept the plane level long enough for me to punch out, so I got a front row seat as it dodged three of my missiles, but the fourth caught it from behind. It was from out of this world, but it didn't like high explosives any better than anything else. I got to watch my Thud and whatever it was spiral into the jungle together before..."

"Grandpa, you don't have to - " Gwen tried to say as he trailed off and his eyes went somewhere else.

But he so wasn't listening to them anymore. His fingers went to the dent in the helmet. "Then my 'chute opened and I blacked out. I must have hit a tree on the way in because I woke up tangled in one with my head ringing and this dent in my helmet. That wasn't even the worst of it. I didn't even realize I'd busted my arm until I tried to take this off, and it forever to get the 'chute off left handed. I barely managed that when this thing came stumbling out of the bushes. She looked like something straight out of Roswell with her head-tails and her blue scales glistening in the moonlight."

"Xylene!" Ben said just before Gwen could.

Gwen wanted to deny it because the alien woman seemed so… Well, not nice, but Grandpa liked her. Really, really liked her. And she'd spent hours trying to defend her to Ben when he'd been so sure that that alien was going to take their Grandpa away. If she'd known… She scowled and barely noticed the breeze that sprung up from nowhere. "She shot you down?!"

"What?" Grandpa asked, and it was his turn to jump. "No! No, a lot of humans were showing up in the black market out there and the Galactic Enforcers sent her here to find out why, but the bad guys got the jump on her instead. They took out her partner and I think they were taking her back to show her off to their bosses when they ran into me. Humans brought in enough money that we were worth the trouble, but if they showed up with a Magister to auction off? They could have retired as legends. She got loose and escaped after they crashed. She said she saw my parachute coming down and figured I was her best bet for help considering what I'd done. Not that I believed her at first. I didn't do that until the slavers started shooting at us. After that… " he laughed. "We were quite the pair. Me with a busted arm and a concussion and her with a bum knee and a power damper locked around her neck and the only weapons we had between us was my service pistol and knife."

The room went still as he stopped there. For a second she didn't think he'd say another word, or he'd just laugh, but he didn't. He just kept staring until Ben asked, "And then what happened?"

"We spent three days in the jungle dodging them and the North Vietnamese patrols before - " Grandpa stopped and shot a look at her that she so didn't get, but he didn't give her a chance to ask, " - before our luck ran out and Charlie found us. I thought…" he shook his head again as his voice got soft. "I was sure we were done for when they marched us through the jungle. Then we got to where ever we were going and there were these… . . I thought that they were Russians back then because that's what they were speaking. Russians who were wearing weird gray containment suits because of Xylene, but she laughed when she saw them and told me everything was going to be fine now. Not that I believed her. I was picturing my stay at the Hilton when they separated us, but they just handed me back to our guys. I got patched up and debriefed and sent home so fast I was back in America before I realized what happened."

"But what happened to Xylene?" Gwen asked.

And Ben asked at the same time, "and the bad guys?"

"The Plumbers whisked her off as soon as they found us. I never thought I would see her again, and I didn't until I was a Plumber, too. As for the bad guys, the ones we ran into are still in the Null Void as far as I know, but they must have gotten a report off. The Black Sun still has a bounty on our heads for that and for what we did after when we were partners."

Ben punched the bed next to him. "So that's why you couldn't go out into space with us!"

Grandpa Max gave him a haunted look and a nod. "It's one of the reasons."

Gwen leaned forward. "And what happened after?"

"I went to Houston and reported in, but NASA told me to take a couple of months off to recover. My parents had already passed on, Gordon was in college and Vera was… Well, Vera was in her own world. For the first time since I enlisted I had some time to wander, so I did until I ended up in St. Louis," he said, and he grinned for the first time since he started telling the story.

"Where you met Grandma," Gwen finished and she didn't even try to hide her grin any more than Ben tried to hide the gagging noises he was making.

"Where I met my Verdona," Grandpa agreed as he looked at the helmet one more time before he handed it back to Ben. "The day I knocked that dent in that helmet changed everything in my life, for good and bad, just like that Watch changed yours, Ben. That's why I want you to have this. Take good care of it for me."

"I will, Grandpa." Ben took the helmet and he held it like it was the most valuable thing in the room and Gwen just knew he would be wearing it again the second Grandpa wasn't looking. She should yell at him now just to get it out of the way, but it was Christmas.

Besides, she wanted to try it on, too.

But she could so wait, because Grandpa Max was reaching into the bag again. She was almost bouncing as he came back up. "And now it's your turn, Pumpkin," he said as he held out the much smaller present.

She tried to keep smiling as she took the carefully wrapped present from him. She stared down at it, but she didn't even have to unwrap it to know exactly what it was.

A book.

"Thank you, Grandpa," Gwen whispered. She didn't have to look over to see Ben's smirk now. After all of that, after Grandpa had dug in Aunt Vera's _garage_ for Ben's present, after she'd set up all of this for him and she all she got was just another…

The worst part was that she _knew_ she was being selfish. She knew that, just like she knew that she'd ruin Grandpa's Christmas if she said anything. Besides, she'd figured out who Grandpa's favorite was a long time ago and it didn't bother her. Boys stuck together. It's how the world worked. If Grandma was here…

But she wasn't.

And it was Grandpa. She was sure it was a good book. It was probably one she'd mentioned wanting because he listened for things like that.

A book?

"It works better when you take the wrapping paper off, Gwen," Grandpa prodded her with his usual smile.

And Ben nodded and elbowed her as he sighed to Grandpa. "Now do you see what I have to deal with? All those big words, but the simple stuff just slips right by."

"I know how wrapping paper works, doofus." Gwen wanted to make the words a snarl, but she didn't have the heart. She carefully pulled at the tape so they could reuse the paper like a civilized person did instead of wasting it and not just to annoy Ben. Not at all.

"Just rip it!" Ben shouted before he reached over. "Here, I'll…"

"Mine!" Gwen hissed at him. It wasn't much, but it was hers. Still she hurried up just a little.

There was a book inside, just like she knew there was. She expected a book on history or science, but that wasn't what this was. It was a diary, a bigger and thicker one than she'd seen before, but that's all it was. It didn't even have a lock. It looked like it was expensive once, with a leather cover that had probably looked fancy when it was new, but it was dried out now. Even the pages inside were turning yellow and it had the same musty smell that came with all the best books in the library. Musty with a hint of smoke.

It was the last thing she expected.

Or needed, not when her diary was a lot safer on her computer. Not that her Grandpa had to know that. She didn't know why he'd given her a musty old journal, but she could use it for her notes when she went back to school. "Thank you, Grandpa. I can't wait to start writing in it."

And a flicker of panic went over Grandpa's face. "Open it up first, Pumpkin."

She did, and she found out someone else already had. The writing was tiny and neat and she barely glanced at it until one word caught her attention: **Conjures**. And she looked and it came up over and over again. She rushed back to the first page, and there, written in a cursive scrawl that almost seemed to shake with excitement were the words;

 **It seems almost too crazy to be true, but it explains so, so much about everything. Magic. Magic is real. I've been using the Gift and I never knew it! I'd just thought… Everyone I went to school with was right, I am a witch! Not that I'm silly enough to think that this is what they meant. And Nimue is going to teach me everything she can! She made me promise to keep it a secret, but a journal doesn't count. We barely see her and I need** _ **something**_ **to keep all the questions straight in my head until she can visit again. I don't even know where to** _ **begin.**_ **I don't even know what she** _ **meant**_ **when she said that magic depended on focus, will and power. What -**

"Grandpa?" Gwen asked in a gasp because she could have written every word here. She had. She had pages and pages of them in her computer, but whoever wrote this had the same questions she did and knew someone who could _answer them._ She was barely breathing as she picked a page at random.

 **\- says that it has as many names as there are users, but the oldest, maybe the one used by the earliest practitioners - mana - translates into life essence, but she won't say anything beyond that! It's like she doesn't even know what it** _**means.** _ **I love her, but didn't she** _**ever** _ **wonder about any of this? Maybe she didn't. Maybe she didn't have to. She can call up this mana so easily that it glows around her, while I can barely…**

 **She** _**says** _ **that it's just because I'm still casting off of my aura instead of drawing on the mana around me, but… but if that's true and not the same gobbly goop that ended with me having a drawer full of crystals and mana is** _**life** _ **then…**

 **There** _**has** _ **to be some way to know if magic really is generated by living things! Honestly, I can think of a couple of tests I can do right off the top of my head. The simplest -**

Mana? Is that… Gwen looked at her hands even as she started to stammer out, "Grandpa, what is - !? Where did -!? Who-!?"

"Wow, that must be a good book, Grandpa. You broke her!"

"It's amazing what you can find when you're out on the road for long enough, Pumpkin," Grandpa said, and the answer was so ridiculous that she tore her eyes off of the book because she just had to see his face. He had the biggest smile on his face, but there was something in his eyes as he looked at the book. When he held out his hand she handed it back without a word and she thought…

She thought she saw his finger shake when he opened the book and ran a finger over the words inside, but she must have imagined it because he just shook his head and laughed a second later. A soft little laugh that she wasn't even sure he knew he'd let out. She wished she knew what he'd just read, but he closed the book and handed it back before she could even peek. Whatever it was, it was almost a third of the way through the book. If she sped read…

But it was Grandpa. He thought that the Three Stooges were _funny_. She could read what he read a dozen times and still not get it. And she didn't want to speed through this.

**It seems almost too crazy to be true…**

She sank so deep into the first few sentences she didn't even notice Ben reading over her shoulder. Not until he asked, "Who's Nimue?" She jumped when he asked the question and the suspicion in his voice made her look at him. His brow was twisted in a scowl as he glared at the book like it had teeth.

"She was the Lady of the Lake in all the King Arthur stories," Gwen said, absently because it should be _obvious_.

Obvious to everyone but _Ben._ "Well, I never heard about her!"

"You never read the books!"

"Duh," he said. Then he gave her a look. "Like you have."

"I…" Gwen started as her face flushed. There were times when she hated that he knew her so well, especially when it meant that he was _right._ Not that she had to let him enjoy it. That's why she held her chin up as she admitted, "I will! We're covering it in Literature at the end of the year!"

"Then how do you - " Ben started to ask before he shook his head and snorted out a laugh. "You read ahead. Nerd."

"Just some!" Gwen shouted before she stuck her tongue out at him. Just a synopsis or two and the character sheet. Just enough to know that she couldn't wait to read them all. A world that had knights and magic instead of Marcis and other monsters sounded so much nicer than... A world of… she looked at the book in her hands and her eyes went wide. "The _Lady of the Lake_ teaches _magic?!"_

How…

How did she sign up for _that_ class?

"No!" Grandpa said, the word burst out of him and popped that dream. She watched as his hand went to the back of his neck. "I mean, I doubt it. I think that it's a code name. Most folks who can use magic keep it to themselves. That's one of the reasons…" he said and his voice drifted away, but Gwen knew what he was saying. It's why he couldn't find her a real teacher and why she couldn't tell _anyone_ any more than Ben could talk about the watch. Maybe everyone really did learn magic this way, alone and from some old book. The thought hurt, but…

But not as much as the look Grandpa was giving her when she finally met his eyes again. He looked as serious as she'd ever seen him. "And don't trust _anything_ that says it's mythical. I don't care what it says it can do for you. Trust me, you don't want to learn _that_ lesson the hard way." And there was just enough of an edge to those words that Gwen would have given anything to hear that story.

But Grandpa didn't say anything more about it. Not even Ben could get it out of him. And she wasn't listening anyway, not after Ben's first few tries bombed. She flipped through the book in her hands with its tiny cursive handwriting that covered almost every page, all except a half dozen at the very end. A code name…

On the first page. Whoever wrote this book already let it slip that Nimue was a woman a few pages later. Maybe they slipped up more later. Maybe she could find Nimue's real name.

Maybe she could find the author's. She didn't see any dates as she flipped, so she didn't have any clue how old it was. It looked like a lot of the books she saw in the used book stores, but not ancient. Maybe whoever wrote it was still alive. Maybe…

Maybe, if she was clever enough….

"Maybe I can find them," Gwen said as she closed the book and hugged it to her chest. "Maybe they can…"

A teacher. A real teacher. It was worth trying.

"Maybe," Grandpa allowed, but she knew just from the way that he was looking at her and the book he didn't think that she could. "But even if you can't… I know you, Pumpkin. I know that you must have so many questions that I don't have the answers for. I wish I did, and I got you that book because…" he let out a soft sigh. "I hoped it would help. Maybe I should have just gotten you - "

"Are you _crazy?"_ Gwen broke in. There wasn't any way that she'd let him finish _that_ thought. There wasn't any way that she'd let him take the book back for whatever it was he was thinking about. "This is the best present _ever_! Thank you, Grandpa!" she shouted as she leapt up and wrapped her arms around his neck for the biggest hug.

"Yeah, you're thanking him now but I saw your face when you thought he was just giving you a book," Ben laughed as he smacked her arm again. "He got you good, nerd." She wanted to fight, but her Doofus was right. And it was Christmas, so she let him have that one.

Grandpa laughed, too, and stood up with her still hanging off of his neck. "Come on you two. I saw plenty more presents waiting for us under the tree."

\- o - o - o - o - o -

And there were. Nothing as good as her new journal, but that was all right. It was the thought that counted.

Even the terrible thoughts.

"Gwen," her mother said in a stage whisper. Gwen knew her mom, if she wanted to she could have whispered soft enough that no one would have heard a word if she didn't want them to, especially considering she was sitting right next to Gwen on the couch, but this time her voice carried across the room. "You can get out of your chores this weekend if you let me burn that."

"No deal!" Gwen laughed as she grabbed up her sweater and leaned into her daddy for protection. He just shook his head even as he put his arm around her. Maybe if her mom was serious, but she knew her mom and right now she was the furthest thing from that. Especially not after she'd watched as her mom sat still and let Sandra tie a Christmas ribbon into her hair. Just one, and she'd somehow managed to make it look elegant as she knelt on the carpet in her new dress, but for her mom it was amazing.

But not as amazing as Gwen's new sweater. She pulled it on over her dress and took in the horror as she looked down. The Grinch and Max looked back up at her as they rode a sleigh full of presents down the mountain in a wild mix of colors and glitter that somehow managed to clash with itself. "This is horrible! Thank you au… Sandra! Carl!"

Her mother sighed, but for once she didn't say anything as she sipped at her wine. It was her mom and dad's present to Ben's parents and it was a very popular one. She didn't miss how Ben kept eyeing the bottle, but she didn't know why either and it so wasn't worth a fight.

"You're welcome, Sweetie!" Sandra beamed from across from them before she took a sip of her own wine. Their parents had actually taken the time to rearranged the whole living room while they were upstairs talking to Grandpa, just so that the family could sit in a circle. It wasn't part of the plan, it wasn't even what Gwen hoped would happen. They'd just done it, all on their own.

Her parents claimed the couch and saved the cushion between them so they could snuggle with her, while her aunt and uncle shared the love seat, with her Aunt perched on the arm as their legs tangled together, and Grandpa took his recliner set at the head of the room right next to the Christmas tree. Ben's parents saved him the spot next to his dad, but Ben was too cool for any of that - and she rolled her eyes at the idea of him even thinking he was cool - and he plopped down on the floor between Grandpa and the Christmas tree instead.

Either that, or he didn't want to take his eyes off of his fancy new TV. Her father and uncle actually got it all hooked up and it was worth fighting over. The huge screen was just showing a log burning in the a fireplace for now, but she knew her cousin. He'd ignore everything up to and including and alien invasion for the next week now. Especially if he hooked his Gamestation up to it. Heck, she was amazed that he wasn't trying to hook it up now, but besides snorting when his parents tried to make him sit with them and the wrapping paper ball he'd tried to bounce off her nose even he was behaving.

Their parents shared a laugh at something Grandpa said and Ben grinned at her. They'd been so sure that their parents hated this idea, but they were actually trying to make today work. They were actually having fun.

God, her mom was actually smiling as she played with the ribbon in her hair while her dad hummed Christmas carols while he handed out presents and her aunt and uncle sang along.

Not that any of them could hit a note. Not that it mattered. They were trying. Maybe…

Gwen tried to shove the thought away, but maybe they could do this next year, too...

Gwen closed the box and tried to kick the used wrapping paper under the couch where it would be out of sight, but she knew she was busted when she heard her unc - Carl clear his throat. "I don't think so, young lady."

"Do I have to?" Gwen asked her dad with a sigh and her biggest eyes even as she bit back her grin.

It didn't hurt at all when the man betrayed her with a soft push. "Get over there."

Gwen leaned the empty box and her journal against her daddy's leg as she scooped the ribbon out of the wrapping paper and ran over to her aunt, who already had six tied into her hair - all of them different colors and none of them matching each other or her blonde hair - and knelt down for her turn. Her aunt hummed as she gathered up a lock of hair from over Gwen's left ear and tied the ribbon on. Her mom got a green Christmas ribbon that matched her auburn hair while she got a purple one that clashed so bad with her bright red hair and she couldn't be happier.

"You're all weird," Ben muttered from where he was sitting as she bounced up and all but skipped back to her seat at the couch.

"Like you aren't, doofus!" Gwen said back as she stuck her tongue out at him and everyone else laughed and dropped back into her seat.

Almost everyone. "I wish you wouldn't call him that," Sandra said a moment later in a soft voice as she ran her finger over the rim of her glass.

Gwen blinked and looked at her aunt in surprise. "Doofus? But I…"

"I wouldn't take it seriously," Grandpa said a second later. "She doesn't mean it. Not anymore than Ben does when he calls her a dweeb."

"Well, she is a dweeb," Ben chimed in. He looked just as surprised as Gwen felt, but he still tried to play it off with a shrug, "but I'm a doofus, too. It's no big deal."

"Yes, it is," Sandra said and as she dropped her hand and her eyes dipped down to her wine glass before they came back up and met Gwen's. She wasn't angry, Gwen could see that much. She almost looked guilty for bringing it up, but she took a breath anyway. "I'm tired of you calling my Ben dumb. He isn't."

"I - I know he isn't," Gwen said, her voice small and confused as she huddled back into the couch.

"Of course he isn't," her mom said and everyone in the room stopped to stare at her. Even Ben.

Even _Grandpa_.

Not that her mom shrank away from any of it. She just took another sip of her wine and set her glass down on an end table and she met all their eyes with a shrug. "What? He's always been bright. He has the manners of a… but he's always been bright. He just needs someone to push him."

"And you don't think that we do," Carl - her uncle said, his voice flat.

Her father wrapped his arm around her and gave Ben a look before he broke the silence. "How did you do in math last semester, Ben?"

Ben blinked at her dad and rubbed his hand over his watch. "I - I made a B," he stuttered, surprised at the question, but Gwen could see how proud he was at the answer.

"You didn't tell me!" Gwen said and she wanted to… Oh God, she wanted to give him a hug, especially after he grinned at her before he ducked his head. Maybe Ben was right and she really was contaminated. Just the idea made her shudder. Maybe Grandpa would let her use the shower in the Rust Bucket just so she could be normal again.

Not that the world was going to wait for her to deal with her freakishness. "I told you he was smart," Sandra said as she slipped down from the arm of the chair. Uncle Carl made room for her and wrapped an arm around around her as soon as she was settled.

Her father tensed, just a little. If Gwen wasn't leaning into him she never would have noticed. "How?"

Ben sat up and his eyes found Gwen's and he gave her a little smile even as he blushed, but he didn't duck his head. "The dweeb showed me how it worked until it made sense."

"She did?" Sandra said as confusion and guilt twisted her face. "Gwen, I didn't know. I'm - "

" _Dweeb_ ," her mother muttered before she shook it off and leaned forward. "Gwen knew he could do the work, and she didn't let him stop until he did. Why don't you, Sandra? Carl? Why haven't you ever pushed him to do _anything_? Why do you just _sit_ there while he skates through life?"

"Mom!" Gwen said in a panic as she grabbed her mom's arm, but her mom didn't even look at her. She spun around and begged, "Aunt Sandra, Uncle Carl, please! She doesn't - !"

And it was too late.

Sandra shoved her own glass away and glared right back at her mom. "You mean, why don't we control every waking second of his life like you do Gwen's?"

"I do not!"

"That's enough," Grandpa said as he stood up with his hands up. Gwen's head spun around as she whispered thank you, over and over again. Grandpa could stop this. He could fix this. He was Grandpa and he could do anything. "They're both good kids. I know that this is all about doing what's best for them, but - "

"Here we go again," her dad muttered as he swirled the last few sips of wine in his wine glass.

Grandpa looked just as confused as Gwen felt as he asked, "Frank?"

"I know, Max. We all _want_ what's best for them," her dad said. He sounded so calm as he said it, then he drained his glass in one swallow and slammed the glass down on the end table hard enough that Gwen was amazed that the crystal didn't break, and his voice twisted into something she'd never heard from her father before, "Like _wanting_ means anything. Lili and I are the only ones in this room who are actually doing the work."

"That's not - " uncle Carl growled out.

But Grandpa cut him off. "You know that's not true, Frank. Carl and Sandra are doing just fine, and I like to think I did a - "

"You think? You know I love you, Max, but what do you know about raising kids?" Her dad said as he leaned back and wrapped his arm around her and her mom. "You _weren't there._ Mom raised us, not you. Hell, _Aunt Vera_ was around more than you were. If mom was here and she said that… _She_ 'd have a point, but right now Lili and I are the only two people here who know what we're talking about."

The words made Grandpa rock back on his heels and Gwen watched him look around the room, but no one said anything. Uncle Carl and aunt Sandra just looked stunned while her mom was just staring at her daddy. "Frank…" she whispered, but she didn't say anything else.

"He should have been there," her father said.

Gwen tried to find the words as she squirmed out from under her daddy's arm, but they weren't any. She couldn't get her brain to work and when she looked at Ben…

He wasn't even looking at her, he wasn't looking at anything but the Watch.

"I know…" Grandpa finally said before his voice died out and he had to lean against the arm of his chair. "I know I wasn't around much, Frank. I always wanted to be, but…" he shook his head. "But I think I did all right. You always had food on the table."

"Food…" her dad muttered. "We're not _dogs,_ Max _._ You don't get to disappear for days at a time and think you did a good job just because you patted our heads and threw some scraps in the bowl when you bothered to come home. We're your sons and you were _never - "_

"I know that!" Grandpa said with the same pain in his eyes that Gwen had seen in St. Louis. "And I know I made more of my share of screw ups when you were little. I can't tell you what it means to me that you've given me a second chance with them," he said as he smiled at her and squeezed Ben's shoulder.

"A second chance," her father said and he shook his head as he stared down at her and Gwen didn't know what he was looking for or what she'd done that was so wrong that it made him say, "I always… but watching you drop _everything_ for them. Even before last summer, you'd always…" he shook his head as he gave her uncle another look and then he let out a little chuckle. "We should have known that it was just us he doesn't give a shit about. Us and _Mom_."

"Daddy!" Gwen shouted in outrage as she jumped up. Grandpa didn't… It was Grandpa! He didn't think like that! He - but he never talked about Grandma. His eyes flickered over to her uncle, who didn't say anything either. Uncle Carl's mouth moved and he shook his head, but…

Gwen barely noticed the lights flickering when she heard Ben hiss out a cold, "Shut up."

She spun around to scream at him. How could he say that? Why was he trying to make things _worse_ , but she didn't think anyone heard him but her. Not even Grandpa gave him a glance. It didn't matter, not when she saw the look he was giving her dad. He was glaring like her father was one of the monsters that they had to fight. She him tense like he was about to get up and do just that and she felt something burn inside of her when she saw that look.

It didn't matter what the man said, he was still her _daddy_ and no one looked at him like -

"Is that…" Grandpa said, and the shake in his voice made her forget the flash of anger even as it broke her heart. Her eyes went to the man as he stood there. He always looked so strong, and she'd watch him take on monsters without blinking. Now he was blinking, he was almost rocking back and forth on his feet as he went pale and his eyes went to her father and her uncle. "Frank? Carl? Is that how you really…?"

And he sank back down in his chair and closed his eyes.

"Grandpa!" Ben shouted as he shoved himself up and reached for the man.

"Dad?" her uncle said at the same time in a panic as he got up and hurried around her. She watched the two rush while she just stood there frozen.

Useless.

It was almost a relief when her mom pulled her back down to the couch.

"I'm fine," she heard her Grandpa say as he waved his hand, but his voice sounded so _raw._ "Ben, I'm _fine_. I didn't… Frank, Carl, I know I wasn't around, but - "

"But - " Ben tried to say, tried to ask as his face twisted and his lip quivered for just a second when his father cut him off.

"I know, Dad. Don't listen to _him_. It's not - " Carl said as he squeezed her Grandpa's shoulder as Ben sank back down and glared at the Watch. Her uncle sounded so kind as he said those words, and he looked so furious when he turned around. "I hope that you're _proud_ of yourself, Frank. I know Mom would be. Sitting there, complaining about Dad leaving when you know he only left because of work. Like he wasn't dying to stay home with us. Like you weren't just waiting to get out the door."

Gwen wasn't even sure if her dad heard her uncle. He was just staring at Grandpa and it was almost enough for Gwen to hope it would stop right there, but it didn't. He shook himself and glared at his brother. "I can't believe that you're standing up for him," her father said as he stood up and shoved a shaking finger at Grandpa. "I spent more time raising you than he did."

"You spent more time bossing me around, you mean," Carl snapped back. "You're only a year older, Frank. Do you have any idea how many times I wanted to slug you? Maybe I should have. Maybe if I'd broken your nose back then you would have stopped thinking you were God's gift to this family. I'm sure that your _daughter_ would have been better off if I had."

"Dad! Stop it!" Ben said, his voice a growl instead of a shout and Gwen went ice cold. She'd only heard him sound like that one or two times before, but she knew it. It was the tone he only used when Hero Time stopped being a game. Her head whipped around and she saw him kneeling there, just beside Grandpa.

And the dial on the Omnitrix was already up and waiting as the fight kept going round them.

Ben raised his right hand and she knew he was about to end the fight the same way he'd ended so many others, but they weren't the bad guys. They were their parents and they… and they…

She wanted to get mad at him again, to yell at him because he was there and it was easier to explode at him than anyone else. He was just _Ben_ and they were their parents, they couldn't…

They couldn't yell back. They couldn't _fight_ _their parents._ She knew that, and she knew that Ben knew that, too, but it wouldn't have stopped _him._ Ben didn't think. Not like she did. She wanted to rush over and drown him in reasons and words until he saw sense, but he met her eyes with a glare before she could. She saw that glare and she wanted to get mad at him again…

But he already looked so mad and it wouldn't…

It wouldn't be fair. None of this was _his_ fault. Not this time.

So she once she met his glare and _made_ herself stay calm. He looked so surprised for a second when she didn't glare right back. She just looked at him and tried to make him understand without saying a word. Understand that she knew and she was sorry even as she begged him not to make things worse with her eyes.

For a second, it seemed like that was just making him madder. He reached for the watch and his scowl got deeper as he dared her to stop him, but she didn't move.

She didn't even blink.

He did. He finally did. She saw Ben's face twist even as he hung his head and let his hand drop to his side. And he didn't even try to flinch away when Grandpa reached down and pressed the button on the side of the watch again.

The three of them watched the dial sink back into place, and no one else even noticed.

Grandpa still looked so pale and his hand shook as he reached up and ruffled Ben's hair, but he had a smile for her. A smile and a promise that things would get better.

Gwen almost managed a smile back when Aunt Sandra shouted, " - doesn't need _us_ running his life for him! He's almost eleven! He can decide, and so can Gwen!"

"We're not _running_ her life _!"_ her mom shouted right back even as she grabbed Gwen's hand and squeezed. "We don't make her do a _thing_ that she doesn't want to do! And just because I want her to amount to something doesn't mean - !"

"Amount to - ?" uncle Carl asked with a snort. "Oh, yeah. You have to watch _Gwen_. I mean, she only has the highest grades in her class and she's in how many clubs now? Four, five? And gymnastics and Karate? She's trouble!" Then he shook his head. "All of those activities, and Karate is the only one I've ever heard her actually talk about. God, she lights up when I ask her about her Sensei. And I know you, Natalie. How many times have you threatened to take that away from her if she even blinked in a way you didn't like?"

Gwen had never seen her mom go pale before, but she did now. Her eyes went to Gwen's for just a second before she finally looked away in shame. "I - I would never - I just wanted..."

"Like we're going to take parenting lessons from you two," her father jumped in, his voice shaking. "You two jump on whatever fad comes around because that's easier than just being Ben's parents, then daring to expect something from him! I'm amazed Ben's as good as he is, what with you two changing the rules every other week! At least Max had an excuse, you two are right here and Ben is still raising himself! We might expect a lot from Gwen, but at least she knows we care."

"As if anything you do is for Gwen!" Sandra said, her eyes wet and her voice hard as she looked at anything but her son. "All those clubs, Cotillion, gymnastics, horseback riding, and everything _else_ that you push her into doing. None of that was for _her_! That was just you two trying to buy your way back - " And then she closed her mouth with a sudden snap.

"Back where?" mom asked, her voice cold even as Gwen felt like she was on fire. She saw Ben getting up, watched him mouth something at her, but it didn't make any sense. She felt the world slow down around her and she heard something - something between a bell and a hiss in her ears - as she stopped breathing as the lights flickered and glowed bright around them.

For the first time since the fight started, there wasn't any heat behind the next words. There wasn't any anger or bitterness. Uncle Carl just sounded so tired as he said, "You could make her into the perfect little Princess, Natalie, but it won't matter. They're never going to forgive you for marrying a plumber's son."

Her mom's grip around her wrist got so tight that it _hurt,_ but whatever she was going to say got lost as the world rushed back at that touch and every light bulb in the room exploded.

Gwen heard their parents scream and felt hers jump off the couch as they all went running around so they could unplug things and flip switches and find stuff to clean up with even as glass rained down on the floor. She just blinked at the broken glass by the lamps, but when she looked over at the Christmas tree…

Every bulb there was gone, too, and all that was left of them was the broken multi-colored mess on the floor around it. Gwen sucked in a breath in shock before she made herself stand up, made herself walk towards the broken tree as old words ran through her head and magic buzzed in the air all around her. There was so much that she didn't know how she could have missed it before now, but it didn't matter. Not when she could use it. She gathered it to her and started to shape it with her hands. "I can - I can fix it…"

And then someone was standing into front of her, blocking her view. It took her two blinks before she realized it was Ben. She watched him reach out to her, saw his hand freeze just an inch shy of hers as his cheeks flushed. Then she heard him swallow before he finally made up his mind and crossed that distance so he could squeeze her upper arm. She tried to shake him off because he didn't understand, and then she realized she never explained. "Ben… Your tree… I can fix it."

"So can I," Ben said, and he somehow grinned despite anything as he leaned in close and whispered, "But I think Grandpa would be super-mad if we gave away our secret over some cheap Christmas lights."

She blinked again as the words sank in and she realized what she was doing and stopped trying to shape the magic, but it didn't go away. She could still feel it pulsing around her even as she said, "When did you get so smart?"

"Apparently I always was. Who knew?" Ben grinned at the words like that was enough to prove that the fight never happened, like he could fool her like everyone else, like she didn't know that he was still mad just from the way his eyes kept darting around as he tried to find something he could Go Hero on, but for right now…

That stupid urge to hug him came back and she shoved it away again. She was about to shove him, too, when his eyes locked on something over her shoulder and he yanked her behind him. Gwen spun around, her fingers moving for the fight before she froze as he stood tall and hissed, "Go away!"

"Ben!" her mom said, and Gwen didn't think she could have looked any more shocked if Ben really did Go Hero.

"I mean it! This is a big house. Go - !"

"Ben," Grandpa said, his voice soft and Ben flinched anyway. Her Grandpa never left his chair, not in all the chaos. He'd stayed right where he was needed and she'd never even noticed. Her stomach twisted with guilt as she looked at him, but he didn't seem mad at all. He just watched them both with enough worry in his eyes that it almost washed away the pain she'd seen earlier.

Pain he never would have been in if they hadn't tried to give him this stupid present, if they'd just listened to the little voice in the back of her head that said this was a bad idea.

"Max," her mother said, her voice broken and her hand twitching like she wanted to reach out but she didn't know if she should or if Ben would even let her. Whatever hesitation Grandpa put in him went away when her mom reached for her. Her mom looked down at him and then back up as she worried at her hands. "Frank, he didn't… Ben, Gwen, I'm… I'm so..."

"Ben," Gwen finally said, and he gave her a look over his shoulder before he finally stepped aside, but his arms crossed and _anyone_ could see how mad he was now.

Even her mom, but the worry left her eyes as Gwen took a step forward and a little smile took its place as she hurried forward. She looked them both over and Gwen didn't know what for until she picked a couple of pieces of glass off of Ben's shoulder, and then another out of Gwen's hair before she reached down and took Gwen's hand. Gwen could feel the woman shaking even if she didn't show it as she looked at them. "You should be proud, Ben. I always knew that you could - You both should be… I'm so..." the words kept fading out on her until she shook her head and forced a smile on her face. "We're going, Gwendolyn. Max, Ben." She reached out for Gwen.

But Gwen couldn't go. Not yet. She tried to smile even as her eyes burned because there was a right way to do _everything_ and she couldn't leave until she told her Grandpa, "Merry - " She tried, but she choked on the first word when she looked at him.

"Oh, Pumpkin…" Grandpa stood up then and he pulled her and Ben into a hug. "None of this is your fault," he told them both, his voice soft and sure.

But, for the first time in her life, Gwen didn't believe a word he said.

That was why she didn't try to stay when her mom tugged her away, and when Grandpa just let her go she knew -

She knew he didn't either. And she -

She - she saw the world blur as something started to hum in the back of her head.

"You don't want to forget this, Pumpkin," Grandpa said. His voice was so soft but it cut through the noise as he pushed something rough into her hands. She blinked away the tears that still hadn't fallen and saw the old journal and his smile. "Merry Christmas."

And she clutched the book to her chest. She didn't even know that she'd dropped it. She wanted to say something, anything to make this better, but…

But there weren't any spells, any book that she'd ever read that told her how. Nothing that even came close to the smile Grandpa teased out of her as he kissed her forehead.

So she didn't fight it when she felt her mom take her hand and led her away from her Grandpa and Ben, led her through the hall where her aunt and uncle were trying to clean up the broken light bulbs that covered the floor there until they saw her. They stopped and clutched at the brooms and dustpans in their hands. They looked like they wanted to say something, but they didn't make a sound and wouldn't meet Gwen's eyes when she was lead by.

Her dad was already waiting by the door, and he pulled it open for them when they walked up. She saw that he had the same fake smile on his face and a distant look in his eyes and she heard him say, "Carl, Sandra… Max… Merry - " as they walked past him and out the door.

She heard him choke on the last word, too and his shoes scuffing the bricks as he followed after. She didn't think he'd even closed the door before he did, and he didn't open her mother's door when they got to the car like he usually did. No one said a word as they got in.

No one said a word as they drove away, either. That silence was what Gwen would remember the most about the day.

That and the sound of her mother crying in the front seat.

\- o - o - o - o - o -

**Erico Omake**

**Little Moment: Rumble in the Jungle**

_In the summer of 1965, Captain Max Tennyson is the pride of the USAF's 563rd Tactical Squadron, with a future in NASA and a moonshot waiting for him back in the States. But all of that seems a world away after being shot down in the jungles of North Vietnam, hostile aliens on his tail, and one at his side. And if he lives through it, he'll be left wondering what's worth more; the Moon, or the Stars._

This is the full story of what happened to Max in Vietnam and it's awesome! You can find it [here](https://archiveofourown.org/works/19204681). 

 


	7. Mothers and Daughters

**Chapter Seven: Mothers and Daughters**

_Gwen's House_

_Bellwood, California_

_January 4th, 1999_

_5:25 pm_

Lili had never been happier to be home.

 _Everything_ went wrong today, all because of the rain that she could still hear even over the noise of the garage door lowering. The rain and the damp chill that came with it. If she wasn't a lady, she would have glared at the whole _world._

If.

But mothers could do what ladies couldn't, so she let herself glare at her watch. Not that it helped or stopped the shudder that went through her when she saw the time. She _knew_ that things would be a mess the second she pulled out of her garage that morning, but if she'd known she'd be gone all _day…_

If they didn't need to get all the orders in _today_ for Sunday, or if the storm had done what the weatherman promised and disappeared two days ago...

"At least I talked my Silly Bean out of coming with," Lili said with a sigh that fogged up her minivan's windshield even more. She felt her fingernail brush her lips at the thought and forced her hand back down. It was bad enough for _her_ , there wasn't _any_ way she'd let Gwen out in it. Not even for even a second. She just hated that she left the poor girl home alone all day. She should have called…

She didn't know. Not today.

And that thought forced out the sigh that finally fogged over the windshield. Not that she needed to see anything. It was her garage and she could find her way around it blindfolded if she had to. The door inside was just eight steps away. Just the idea made her smile.

So did the view of the world through the fogged up windshield. It looked just like the snow that the rain should have been if the fates had been just a little kinder. Lili closed her eyes and imagined having snow in her yard and in the bushes out front for the first time in years and smiled as she pushed open her door.

Then she sneezed as the damp chill flooded the minivan _again,_ and she tugged her trenchcoat tight before she ran her hands over her legs as she tried to rub _some_ warmth back into them. Usually her pantyhose was more than warm enough, but not when they were _soaked._ She shot a glare at the umbrella that was still dripping wet as it leaned against the passenger seat and almost muttered, "At least I don't need _you,"_ before she remembered that ladies _didn't._ She bit off the tone, but not the words, and then she sneezed again. "Oh, please no."

Having one sick person in the house was _more_ than enough, thank you. They didn't need _two_.

That thought made her do the one thing she swore she wouldn't do again today after her last mad dash across a parking lot, she hurried. She scooped up her purse and the umbrella before she pushed herself out, and her heels clicked so loud as she dashed for the coat hooks by the door. Hooks that she hung the umbrella and her coat on so they could dry and a door she eyed so sadly before she turned and went back the way she came.

The warmth was right _there,_ but she couldn't go in. Not yet. Not when her Silly Bean was counting on her.

She went as fast as she could, fast enough that her skirt jostled around her knees, and she still shivered as her sweater and hose lost their war against the chill. The only positive was that if she wasn't a lady, she would have just said all the hot words that she was thinking instead of blowing them into her cupped hands.

"And then how would I warm them?" Lili asked her frozen fingers as her hot breath stilled them just enough that she could actually get the key into the trunk lock and catch both of the bags that almost tumbled out.

Two out of so, so many. There were so many boxes and bags that she was amazed that the van still _moved,_ and they were all brightly colored and decorated with balloons and banners that read **Party City** or **Happy Birthday!** On any other day a shopping trip like this would have been _fun_ and opening everything would have been like another…

Lili shook off the word as she dug into the pile. Most of it could wait until her husband got home so he could help haul everything in. If the decorations survived the rain then they would survive the cold, but there was a bag and a box that she needed _now._ They were the first two stops she made and the most important, but that meant that they were on the bottom.

A third sneeze forced its way out of her before she found them. One was a bag that she _knew_ a certain someone needed, no matter what nonsense she was saying before Lili left. It was full of cough syrup and tissue boxes and it seemed so heavy when she was hurrying out of the pharmacy, but now she wished she'd gotten _more_ as she heard the rain hit her garage harder.

The other was a plain white clothes box. It didn't even have a bag and it should have been just as fine out here as any of the party supplies, but Lili _knew_ her daughter. Gwen was far, far too stubborn for anyone's good. Stubborn enough that she'd sneak out here herself rather than wait ten minutes even though she didn't need the damp or the chill right now.

"My Silly Bean," Lili sighed as she shut the trunk as softly as she could before she hurried back again. The only thing faster than her dash back to the door was the way she toed off her pumps just so they wouldn't make noise when she went inside. Then the hose followed as she ignored the little voice in the back of her head that murmured how improper that was and that _anyone_ could see if something happened with the garage door, but she'd suffered enough for one day. Those ended up on top of the washing machine as she scooped the box and bag back up.

Then and only then did she ease the door open and step back into her home. The heat hit her just as hard as the chill had and it felt almost as good as the thick carpet did. She closed the door behind her with the gentlest click as her eyes went to the stairs and she waited for the thunder of her daughter's footsteps and an avalanche of questions that didn't come.

"Please, please let that mean that the silly thing really did spend her day in bed," Lili whispered the prayer as she set her purse down on the small table that was waiting right there by the door for their keys and whatever else they might bring in. Her eyes never left her daughter's bedroom door for any of it, not until her foot was on the bottom step. That was when some intuition made her look down the hall towards the living room.

Intuition made her look, but exasperation made her sigh.

Lili tried to tell herself that her daughter was at least laying down. Not on the couch - that would just be _silly_ when the floor was _so_ much more comfortable - but she was. She'd even pushed the coffee table back against the bay window so she'd have more room. Room enough for the tissue box by her side that must have been almost empty because the little trashcan next to it was stuffed full.

And room enough for what looked like every loose paper in the house.

They were just scattered all around her. Some were in little piles and the rest were spread out like they were so much snow on the beige carpet. Snow that were marked bright with the red and green highlighters that were lying on the ground right next to her daughter's left elbow as she laid there on her stomach and snored into her arms.

It wasn't the first time Lili found her Silly Bean asleep with work scattered all around her and it probably wouldn't be the last, either, but that never made it any easier.

She padded over until she was standing as close as she could without stepping on any of the pages. Close enough that she could see what was written on them in her daughter's neat handwriting. Some of the pages she recognized. Those were the ones that she'd seen before she left that morning, like the checklist by Gwen's right elbow, even if she didn't know _why_ some of it was splashed in red now and there was new writing at the bottom. As for the rest of it…

There were more lists and a party schedule that had enough red and green on them that looked like a Christmas tree, even though the colors made Lili wince. Those were pushed off to the side, while the papers right in front of Gwen were all upside down except for the one right in front of her. That _must_ have been the one Gwen was working on right before she fell asleep unless there was another one under her arms Lili hoped not, because she was sure that it would be a touch too damp to read if there was.

It was just a mash of words. Gwen hadn't even touched it with a highlighter, and that was _amazing._

There were so many times that Lili was glad that she taught her daughter her old way for taking notes, but never when the girl got like _this,_ when she started marking every _thought_ with them. It didn't happen often, but when it did the only thing they could do was take the highlighters away before everything was a color - or worse - a muddy brown when she couldn't decide.

Take the highlighters away and stroke her hair until Gwen finally opened up about whatever was bothering her.

Not that _that_ always worked. It hadn't last summer. She still didn't know _how_ Gwen found out about the summer trip that Max was taking Ben on, _she_ certainly never said a word about it. Not even after Max stopped by just so he could talk to her and Frank about it before he asked their Pumpkin along, too. The dear man seemed so excited as he told them all about the trip that it almost broke her heart when they had to tell him...

No, her heart _did_ break, and she knew that Frank's did, too, but it just didn't make any sense. As much fun as seeing the country might have been, a whole summer was too much. And a summer with _both_ of the kids? That was…

That was just _crazy._ Maybe if he'd taken them one at a time for a month, but _both?_ Max looked just as heartbroken as Lili felt as they explained that to him, and that Gwen already had plans. If it was anyone else, she would have thought that Max had gone behind their back and told their daughter, but it was _Max_ and he'd never.

But she still found out about it somehow. Maybe she'd just heard her daddy talking about it one night like he kept doing when they were sure that Gwen was asleep, or maybe Ben…

It didn't matter. Not when she started finding Gwen just like this, asleep with schedules and notes all around her. At first it was just marking things like Science Camp on the calendar, then it was her planning out every day, and then every hour like she was trying to pack in as much fun as possible in the summer. Like you can plan _fun._

Not that they could make Gwen understand that. That was why…

The notes were neat and orderly and piled deep on the desk in Gwen's room when Lili finally went through them while her daughter was at school. She didn't even know what she was looking for besides some clue, and she almost missed the one she did find.

She didn't think much of it when she found the map. She'd even tossed it away at first, but when she didn't see _anything_ else, that was when she finally went back and opened it, or tried to anyway. The thing was _huge_. It covered Gwen's desk by the time she was done and it looked like it showed off every spot that was even a little bit interesting in the country, all the way down to the four different places that all claimed that they had the world's biggest twine.

And they were all lovingly highlighted. Gwen had even gone over the roads with a pen like she was working out the best plan of attack for a trip she wasn't even supposed to know about. That was worrying, but nowhere near as much as the fact that the map was falling apart along the folds like someone had opened it a thousand times.

That map sent her right to her husband when he got home. It made him join her the next day when they went to talk to the school counselor and told her everything. She still remembered how the woman looked as the last of the story spilled out from Frank's lips, and the worry in his eyes as Lili squeezed his hand.

That and the way the woman looked at them from over her cupped hands before she just laughed and said, 'I think that Gwen is just jealous. You should let her go. It sounds like fun.'

Max asked Gwen the next day, and they were gone a week later and so was all of this when she came back. Until today. Things hadn't gotten this bad even during those horrible few weeks after they got back when the girl missed her Grandpa so much that she let everything else slide.

"What are you jealous about now, Silly Bean?" Lili asked as she stared into her daughter's hair, the words barely more than a breath so she didn't wake the girl up. Not that Gwen would have admitted anything was wrong even if she was awake. So she did the next best thing and set the box and bag down so she could lean in and learn what she could from the mess of words.

Not that it was much. The notes were all upside down, but Lili couldn't imagine the words making any more sense right side up. They weren't even _sentences_ , just short little notes that were all nonsense. - **Draw mana? Draw it from** _ **where? -**_ **-need more Lima Beans - - need to reread page 134. Is that what happened at the harbor? - - That… That can't be right. How do you ask a** _ **plant? -**_

Lili just shook her head as the nonsense words just made her worry more. She thought that Gwen was finally getting over her fever when she left, but if she hadn't. If it was getting _worse…_

That thought knocked her back on her heels as Gwen let out another snore, a soft one that almost sounded normal again. Lili stared at the girl in purple pajamas and thought about the cough syrup in the bag next to her even as her eyes went the clock on the wall. "Hurry home, honey," she whispered to herself. Frank could carry her back to bed. He'd done it before, and Gwen didn't fuss nearly as much with him.

Unless she should just wake her daughter up now and give her the medicine she probably needed. Lili felt a fingernail brush her lips as she thought before she made herself drop her hand back down to her side where it brushed against the pharmacy bag she'd just set down. Not hard, but enough that the bag rustled and that was all it took.

That was all it ever took lately.

Gwen woke with a jolt as she shoved herself up and away with wide eyes. She looked ready to dash off before those green eyes froze and the girl croaked out, "Mom? When did you get home? Why are you sneaking around?"

"I did not 'sneak,' Gwendolyn," Lili said with a sniff at the very idea. "I just got back and found you lying here sound asleep with this mess all around you."

Gwen blinked and had the grace to blush just a little as she looked around, but not enough that she didn't talk back. "I wasn't _asleep_! I was just resting my eyes for a second!"

"You were supposed to be resting _all_ of you, Gwen," Lili sighed as she stared at her daughter and the dark circles that were still under her eyes. "What was so important that you had to - "

"Just stuff! You didn't touch anything, did you? Where's…?" Gwen asked, the words bursting out of her before she pounced forward. Lili had been right after all, she was lying on something, but it wasn't a piece of paper. No, it was that old book that Max gave her for Christmas. It was a good thing, too, the old leather cover took a little dampness so much better. Better than her daughter did anyway. The girl made a face and grabbed the last tissue out of the box as she dabbed at the damp spot in the leather. "Ewww…."

"That's what you get, you silly thing," Lili said without any heat when her daughter stopped trying to dry the book and just started shoving the papers into it instead. Not that the mess mattered anywhere near as much as the girl's health. "Why aren't you in bed? You're _sick_. I knew I shouldn't have left! What was so important that you - "

"I'm _fine!_ I - !" Gwen shouted even as she sneezed and reached for the empty box and settled for the damp tissue that was still in her hand.

"Ladies don't shout or interrupt, Gwendolyn," Lili said as an edge made its way into her voice. she wished that they didn't lie about being sick, either, but that never made the list. No, real ladies carried on, a lesson her daughter learned all too well, "but since you're awake, come on. I picked up some more cold medicine from the pharmacy."

Gwen made a face at that, a face that vanished in a grin as her eyes started darting around again. "You're back… You're back! Did you get it? You said you - Yes!" Gwen said as she somehow found enough energy that she tossed the tissue into the trashcan and bounced to her feet all at the same time.

"I said I would, didn't I? But we can worry about that after you take your - Gwendolyn!"

Her daughter didn't listen to a _word_ before she darted across the floor. Lili should have at least said something about how rude that was, but she was spellbound as she watched her daughter's feet find the spots between the pages. The steps were so graceful, so sure that Lili could almost hear the classical music playing for her little girl, that she could almost see white slippers on her feet instead of socks, that she was on a stage instead of in their living room, and that there was a tutu in the box instead of a…

"Sensei didn't give you any trouble, did he?" Gwen asked, the question breaking Lili's train of thought. That one and all the others that followed in a rushed babble that only happened when she was excited or nervous. "I counted right, didn't I? I'm sure I did, but I wasn't sure if I got the tax right and if I didn't I'll pay you back. You didn't open it, did you? You said you wouldn't!"

"Calm down, Gwen. You're going to pass out," Lili murmured as the stage vanished again and worry took its place. Usually the babble was cute beyond words, but this was the most that she'd heard Gwen say in _days_. That worry was what made her grab up the box just before her baby girl could. Grab it up and hide it behind her back with one hand as she held up her other.

"Mom!"

"You can have it in a minute," Lili said, calm in the face of Gwen's outrage. "Now, hold still so I can check your fever."

Gwen stopped stomped her foot at the words. "I told you, I'm not sick!"

"Humor me," Lili said and her daughter did with a sigh of her own, but at least she didn't roll her eyes so Lili held her tongue as she pressed her palm against her daughter's forehead.

It stayed there for a whole second before Gwen bounced back with a betrayed cry. "Your hand is _freezing_!"

"Do you want me to get the thermometer?" Gwen made a face that flashed by too quickly for Lili to say anything and her eyes went back to the box before she stepped forward again. This time she stayed still, even if she gritted her teeth like this was the end of the world. "Your fever broke," Lili said, just a little bit surprised, "and you don't sound stuffy anymore."

"Because I'm not - !"

"Gwen..." Lili warned and her daughter wisely stopped right there as she went through the rest of the mom checklist and didn't find a thing. If it wasn't for the fevered gleam in the girl's eyes as she kept looked down at the box or the way she kept fidgeting she would have thought that the worst was over.

Instead her stomach felt more twisted than ever as she held out the box for the five seconds that she could before Gwen snatched the white box up. "Thank you! Did - ?"

"I didn't see your Sensei, Gwen, but Mrs. Yamamoto didn't have any problems with your math," the woman hadn't even opened the envelope that Gwen gave her to pass on, "and I didn't peek at your new gi."

She had, curiosity made her, but Gwen didn't need to know that.

" _MOM_!" Gwen shouted in horror as she snatched the box away and pulled it open. It only took her a second to find the card that was lying on top of the white uniform and less time than that before a grin spread across her face.

Lili wished she knew why. The note was only six words - **All is as you intended, Tennyson-san -** and she'd been wondering about it the whole drive home, which was another thing that her daughter didn't need to know. Not when she kept forgetting everything that she _should._ "Ladies don't _shout_ , Gwendolyn, you know that. And honestly, it's a dojo. What else would you be buying?"

"I - " her daughter started, her face twisting into a scowl for just a moment before she hung her head as she put the note back and closed the box. "I guess you're right. I'm sorry."

"Head up," Lili said with a sigh as she brushed her finger against the girl's chin. "That's better, you Silly Bean. I just don't know why you needed a new one. We just bought you one a few months ago and it looked fine the last time I washed it." Not as fine as a tutu would have been, but if she did occasionally still daydream about her daughter spending her time learning how to really dance instead of learning how to be a brute…

Well, that was her business and no one else's.

"I earned my orange belt in that gi," Gwen said as she hugged the box to her chest. "I wanted to frame it, and it didn't seem fair to make you and dad buy a new one just for that."

Those words sounded like the truth, but sounded wasn't enough.

Her daughter couldn't tell a lie to save her life and every time she tried it was written all over her face. A face that Lili studied now as she waited for Gwen's eyes to dart away or the soft indent to appear in her cheek as she chewed on it or any of the other signs that she knew so well, but there weren't any.

Everything Lili knew said that her daughter's words were true. Everything but the same little instinct that made her look this way to begin with. "That's all?"

Gwen shrugged and looked so innocent as she said, "I think it'll look good."

Too innocent. "You should have just said something. We would have bought it for you. You didn't have to spend all your Christmas money." She knew how thick the envelope felt, and even with all the extra chores that her daughter begged for there was too much in it for it to be anything else. "Let me call your father. He can stop by the ATM and - "

"No!" Gwen said as her eyes shot open. "I want it to be all mine! It's important!"

"It's just clothes, Gwen."

"It's important!" Gwen almost shouted again before she caught herself. Then she closed her eyes and lifted her chin just a little. "You can buy the next one."

"What an offer." Lili said with a shake of her head and a small smile. Something was definitely going on, but there wasn't anything she could do about it now. So her eyes went to the papers on the floor all around them. "I thought I told you to take it easy today."

Gwen flinched a little as she knelt and carefully set the box down so she could clean up. "I did!"

"This doesn't look like taking it easy."

"It's just the plans for my party," Gwen mumbled as she slipped the loose sheets into her book. Even the crossed out ones.

"Gwendolyn, ladies don't mumble," Lili sighed, "and I remember helping you make those plans. They didn't take up this many pages this morning."

Gwen at least had the grace to blush as she looked around. "I might have made a few… adjustments."

Lili tried to take it all in again even as she felt an eyebrow inch up with worry. " _Some_ changes?"

Gwen's nodded as she knelt down and started scooping up papers like she was looking for a special one before she just shoved them all into the journal and took a breath. "I thought of a way to make my party so much - "

"Oh! I have news about the party, too," Lili said as she suddenly remembered. She felt guilty for forgetting about it, and worse for bringing it up now, but it was more important. Bad news always was. "I'm sorry, Gwen, but - "

Her daughter just stared at her for a heartbeat before she shook her head and reached for her red highlighter with one hand as the other darted over different pages in a calm panic. "The bakery couldn't make my cake? There's still time to order from - "

"The cake is just fine, and so are the rest of the snacks. It's just…" Lili eyed the couch for a second before she sighed and sat down on the floor next to Gwen instead. Manners kept her quiet as she tucked her feet under her and carefully pulled the hem of her dress down to her knees. All of that also gave her some time to think of the best way to break the news. "I ran into Andi at the bakery."

Her daughter's hand froze over the pages, and her voice sounded so off as she asked, "Did they have a good Christmas?"

"A little too good, in my opinion," Lili sniffed before she sighed. "I'm afraid that Marci won't be able to make it to your party. Her father decided to surprise the family with a skiing trip before school started up again and - "

She waited for Gwen to freak out. The girls might not see a lot of each other anymore - and maybe, just maybe that was her fault and _that woman_ was right about all the clubs Gwen was in - but Marci was still Gwen's best friend. She remembered being Gwen's age and she knew just how crushed she would have been if one of her friend's couldn't come to her birthday.

But she'd never been as mature as Gwen was. She would have thrown a fit, but her daughter just nodded as she made a little noise that she must have learned from her mormor, because it sounded just like the noise Lili heard so often when she was growing up _._ "That's too bad, but it sounds like she'll have a lot of fun."

"It's okay to be upset, Gwen," Lili sighed. She watched Gwen find the guest list and run the red highlighter over Marci's name. It must have been running low, because she did it again a second later. "Andi knows when your birthday is and how much Marci enjoys your parties. They always make it." She waited for Gwen to get upset, and when she didn't Lili just knew that she had to. She eyed her purse as it sat there on the little table in the hall and thought of the cell phone waiting inside. "I was just shocked when she told me. I'm sure it was a mistake and one call will straighten - "

"It's okay, Mom!" Gwen said as she reached out and caught Lili's hand just as she started to get up, and Lili jumped at the surprise touch. "I understand. I mean, she was okay with me missing her party."

Lili thought back and sighed, "Your trip," as she settled back down. Marci's birthday would have been right in the middle of it.

"I think I was in Yellowstone that day," Gwen said with a nod. Then she got a far away look in her eyes as she grinned. "It felt like Marci was right there."

"It's no wonder. I remember how Andi went on about it after their trip," Lili sighed as she thought back. The woman had been so excited to show off every picture she'd taken, and they all made the canyon look even more beautiful than Lili remembered. Then her eyes went to the bay window and the rain that was still pelting it. "I can't blame them, either, not after this weather. It's probably snowing in the mountains right now. It must look lovely."

Gwen shifted so she could look too, and she sounded wistful as she said, "It would be nice."

"It always was," Lili said and she smiled as she remembered her last trip. The white blanket over everything, chasing her brothers around as they had a snowball fight - even if both of her older brothers were college graduates and it should have been beneath them - and the sky that seemed to go on forever. "Pappa always loved the mountains at this time of year, when the snow was fresh. He said it reminded him of home." She chuckled because she always found her Pappa in the same place when they went to the mountains, sitting in the lodge with a big cup of hot chocolate in his hands. The only time he ever went out in the snow was when they walked to the car and back. "I think he liked it best when he was just looking at it through the windows, but the rest of us… I used to be so good at skiing."

"You were?"

"It was like flying down the mountain. You haven't lived until you feel the wind against your face and you see the world racing by." Her eyes went to the window again and she could almost see the snow again. She could see it when she loved it the most, when the sun was just starting to rise and the white snow caught every color. "If it was just a little bit colder here, I would have taught you how ages ago. I always wanted to." Lili stopped and blinked.

It was a dream she'd always had, racing down the mountain with her Silly Bean, but it didn't _have_ to stay one. Not after how quickly Gwen had picked up ice skating at the rink. One good weekend would be enough. Money was tight after Christmas, but she was sure that they could make it work. And if they were going...

"I can call up your morfar and mormor right now. It's too late to go before school starts back up, but I'm sure we can work in a weekend sometime before the season ends. They would love to be there for your first time in the mountains."

She expected Gwen to jump up again and she braced herself for the hug and the avalanche of words that came with every adventure. Throw in a visit with her grandparents and she was sure that her daughter would forget all about whatever drama she was making with her birthday party plans.

Instead Gwen ducked her head and grabbed for the checklist again. "I'm sure that they have something else that they would rather do."

At any other time, Lili would have said something about her daughter mumbling again, but this time she was too surprised to say anything but, "What?"

"Did you get a chance to check on the gift bags? Don't you remember last year? We had to go to three different Hallmarks to find enough and I'm _not_ going through that again."

"They're in the car," Lili said, still shocked as she watched her daughter nod once and reach for the green highlighter. She shook the shock off and grabbed up the highlighter before Gwen could and tossed it away.

"Mom! I need - !"

"Your morfar might be busy at the firm and your mormor always has some social engagement, but you know that they'd make time. They're making time to come for your party, aren't they? Why would you say that?"

"I don't know."

"You must have some clue, Gwendolyn, or you wouldn't have said it."

"I didn't mean anything," Gwen said as she gave the highlighter a desperate look and her fingers pulled at the thick carpet. "I just… they're always busy."

"Gwendolyn Rose Tennyson..."

Her daughter went pale, but she still didn't answer. Lili watched her eyes dart back to the checklist. "The balloons?"

"Are taken care of. I helped you make that checklist and I know everything on it as well as you do. Now, stop stalling. Why would you - ?"

"Why would they want to spend time with a plumber's granddaughter?"Gwen said those words so softly and they hit so hard.

Lili just stared at her daughter. Christmas. Of course she was still upset about Christmas. "Gwen..."

"It's stupid. I told you it was stupid. It was just…" Gwen said, her eyes locked on the carpet even as she started to push herself up, pausing only to grab up her journal. "Forget it. I left the real schedule in my room. Give me a second to get it because there's something that I wanted to ask - "

"They don't…" Lili stared at her daughter as she got up. She wanted to reach out and grab her before she could go, she knew that if Gwen got to her room it would take hours to coax her out again, but shock wouldn't let her. As it was Gwen almost made it to the hall before she could say, "Gwen, your aunt and uncle... They mean well, but they don't know what they're talking about."

Gwen stopped in her tracks as she hugged her book to her chest. "I know that. Of course I know, and of course they don't, I mean, they raised _Ben,_ what do they know about anything?" Gwen said and it almost sounded like she was agreeing if there weren't tears behind those words. Not that she would ever cry. She hadn't in years and years. Lili couldn't even remember the last time her daughter had. "Speaking of whom, there really is something that I wanted to ask you about - "

"You don't know," Lili said and she couldn't help the frustration that came from hearing that dodge again. Gwen always acted so mature. It was so hard to remember that she wasn't even eleven yet until she started acting like this. "Because your father and I never told you. It was a long time ago and we just stopped thinking about it. I thought everyone did."

For just a second, Lili was sure that Gwen was about to break her streak as she whispered, "So it's true."

"Not the way you're thinking, you Silly Bean. Come here," Lili said as she leaned back against the couch and held out her arms. Gwen turned around and stared for so long that she was almost sure that her daughter wouldn't, that she'd be telling this story through her daughter's bedroom door, but in the end Gwen did come back and let Lili hug her close. "It's not you. Your grandparents would never hate you."

"Oh good. They just hate Daddy and Grandpa, that's _so_ much better."

"Hate Max? No one could hate _Max_ ," Lili said with a chuckle because it was better than crying. "If you were going to listen to what anyone said at Christmas, why couldn't you just listen to him, you silly thing? Max is always right about these kinds of things. None of this is your fault."

Gwen turned and buried her head into the crook of Lili's shoulder. "I started it."

Lili felt her heart break from the guilt. "Nonsense. It was just a pet name. Your aunt overreacted. She always does that. And your cousin _is_ a doofus."

"Mom!" Gwen let out a shocked giggle at that. There were still tears in her laugh, but when her eyes were dry when she glanced up in surprise.

"I looked at all the evidence you supplied and it's compelling," Lili said, trying to copy the tone of all the science shows that her daughter loved so much, "but that doesn't mean he's bad. He just deserves better parents."

Gwen's smile faded. "Uncle Carl and Aunt Sandra - "

"Mean well, but he's lucky that he has you looking out for him," Lili allowed. She smiled as she remembered her nephew standing up to her at the end of that horrible visit, a tiny powerhouse just because Gwen was upset. She didn't know when that happened, but she was glad it did. It was almost like when they were little and - "And you're lucky that you have him looking out for you, too."

"Mom!" Gwen repeated as she hid her face in the crook of Lili's shoulder. Not quick enough though, not before Lili saw the blush start.

"You are. You didn't ruin Christmas, we did and I'm so sorry. I shouldn't have let what _that woman_ said get under my skin, but that fight's been going on for years now and none of it is your fault. I know that your aunt means well, and that counts for so much, but she's still wrong."

"How do you know?"

"That they're wrong?" Lili finished. She sighed and looked down at her daughter, who was always so busy. She was so proud of her Gwen, of everything that her little girl had done, but - but she wouldn't stop. Not even when she was sick or so she could spend some time with her best friend. And Lili knew why she didn't. Lili never told her that she could, and that thought didn't sit well at all. "Maybe she isn't, completely, but look at Ben."

Gwen squirmed. "He isn't stupid. He's just..."

"Lazy. And I've known he was bright since he was a baby. I'm sure you don't remember, but I used to play learning games with both of you when you were little and he always did just as well as you."

She felt her daughter go stiff under her arm before she muttered. "I didn't say he was a _genius_."

At least some things never changed. She pressed a kiss into Gwen's hair. "He was, though. And his parents let it all slip away because they'd rather be his friend." That and those stupid _books_ that Sandra always found instead of just _listening._

"Why would that matter? We're..."

"I'd hope so," Lili said. She couldn't help her grin as she gave her daughter a hug. "It was a sweet thing that you did for your Grandpa. We were so proud of you for thinking of it, even if..."

"Even if daddy hates Grandpa?"

Lili sighed and ran her fingers through her daughter's copper red hair. It was so much brighter than hers that she was jealous sometimes and sad the rest. It was hard to see it and not remember the woman who Gwen inherited that color from. The woman who would have yelled at them all if she'd been there at Christmas - yelled and more if she'd heard the things that Frank said - and they would have deserved it, but at least they would have gotten cookies after. "Your father doesn't hate Max. It was just hard for him to grow up with his father always somewhere else, and it got harder when we had you and you started having all the adventures that he wished he had."

"That's why…? He hates me, too?" The words were almost a whimper.

"Don't say stupid things, Gwendolyn. You know he doesn't," Lili said, her voice firm because that was one thought her daughter didn't get to have, almost eleven or not. Then she pulled her silly little girl close. No wonder she hadn't been sleeping if she'd been thinking… She wished she could take back everything that happened at Christmas, but she couldn't. All she could so was try to make Gwen understand. "Your father could never hate you. He loves you so much. We all do. He was just jealous, but he was the one who wanted you to spend your summer with Grandpa to begin with. Summers now, I suppose. I didn't even think that you wanted to go. Science Camp sounded like fun."

"It would have been," Gwen allowed as she squirmed.

"But not as much?"

Gwen laughed and hugged at her journal as she finally relaxed a little and leaned back against her. "Or as educational."

"I wish you would talk about it more," Lili said with a sigh into her daughter's hair. "I would love to hear about all your adventures. So would your daddy."

And her daughter went stiff in her arms again. Lili glanced down and she saw her daughter looking back up at her like she was looking for something before she finally sighed and shook her head just a little. "It's… A lot of it you had to be there for. Like watching Grandpa grooving out."

Lili blinked and pulled away. "You saw Max _dance_? I can't even… Can he?"

"I guess," Gwen giggled and her eyes lit up, but there was still something hiding in them and Lili couldn't figure out what, "but his moves are as up to date as his shirts."

"Good Lord."

"I know," Gwen said and she settled back into the hug. "It was horrible and so much fun. Now I know where Daddy gets it from."

Lili laughed. She couldn't help it. "Your father does okay."

"If you say so," Gwen said as the smile melted away and she shivered. "Is that why Mormor and Morfar hate him?"

"They don't hate him," Lili said automatically and then she sighed. "And no. It wasn't because he can't dance. You have to understand, Gwendolyn, I'm their only daughter and your Grandparents had expectations for me. How I would live, who I would marry..."

"Ew! They know it's the twentieth century, right? Don't they look at the calendars?"

Lili laughed as hard as she ever had and gave her Gwendolyn a tight hug just for being so outraged on her behalf. "It's not like they were going to sell me off, you Silly Bean. They always had parties with the other partners and Pappa's clients and most of them brought their sons. They just thought that one of them was going to catch my eye." Her daughter gave her a look and she grinned and shrugged with her free shoulder. "I'm not saying that there weren't any cute guys there, but they all had the same problem."

"Eww…" Gwen groaned, and then she raised her chin and glowered. "They didn't hit you over the head hard enough?"

"I wish. That would have at least been _exciting._ No. They were boring. None of them wanted to do anything. Their lives were set and they were all happy with what they had. I wanted someone who I could argue with, someone who could make even the dull times seem like an adventure and those boys made adventures seem dull. It seemed like a disaster back then, but I was young and I didn't care because I knew there was a whole world out there. Not that I could see it. All of my friends were out partying in different cities and countries and I'd always get calls or postcards from them so I'd know _all_ about it. I would have given anything to join them, but Pappa and my mor put their foot down. If my friends wanted to disgrace themselves they could, but not me. I could either go to college or I could earn my own way. That was when Pappa handed me my acceptance letter from Yale and said if it was good enough for him… I was furious, but I showed them."

"You ran away?!" Gwen asked with eyes so wide that Lili could almost see her mind spinning out some fantasy life behind them.

Lili almost wished that she could see it, that she'd lived it, because whatever her daughter was imagining was probably a lot more exciting than reality. "Worse, I went to school, but I wanted to get away from the snobs I'd grown up with so I sent out some applications on my own and I was accepted to Berkeley. A public university, can you even imagine? Your grandparents didn't even know I applied and they were so scandalized when I told them. Not that they complained for long. I was doing what they wanted."

Gwen rolled her eyes and made sure that she saw. "You sure showed them, Mom. You were such a rebel."

"Hush. You weren't there, Gwendolyn. The eighties were a different time."

Gwen stared at her. "What?"

"Not even when you're older, Gwendolyn." Lili patted her daughter's knee as she fought down a flush as she remembered what she'd been like in college, even after she met Frank. She loved those memories, but they would die with her. "I thought I showed them, but it didn't take me long to realize that all the guys there were just as boring. All but one."

"Daddy?" Gwen asked in a tone somewhere between adoring and gagging.

"I was a business major and I had to take a law class. I thought it was so dull, but -" but dull or not, she still needed to pass. Not that Gwen needed to know _that_ part. Just why she picked Frank when she needed help, " - but there was this boy who sat in the back of the room. He was always so quiet, but when the professor asked _anything_ he was always the first one who had his hand up just like someone else we both know. And it didn't hurt that he looked so cute in his glasses… And that hair…" she said with a soft sigh and a smile.

"Mom!"

Lili smirked at the reaction and tickled her daughter's stomach for just a second, just enough to startle a laugh and glare out of her baby. "He was SO cute. And so mysterious. I never saw him at any of the parties and I always looked. I didn't find out until we started dating that it was because he was working his way through college. If he was anyone else I would have given up, but there was just something about him... I just had to solve the mystery so I finally just sat down next to him and asked if he could help me study."

"Don't tell me that he fell for _that_!"

"If he was any other boy..." Natalie said as her smile flickered just a little and she wondered just how much she could really tell her little girl. But Gwen wasn't so little anymore, and maybe - maybe she needed to hear this, too, before hormones made a mess out of everything. "No, your father was different. I was so used to boys who knew who my father was and would either lay on the charm or just started stammering the second I looked at them, but your father didn't do either. He just looked at me and asked if I really wanted to learn or if I was just hoping he'd do the work for me if I batted my eyes at him."

"You _did_ that?" The look on her daughter's face at _that_ almost sent Lili dashing from the room. The girl's next words didn't help at _all._ "He _said_ that?! What did you - ?"

"What do you think I did, you silly thing? I stormed off. He was lucky I didn't slap him," Lili said as she shifted in her seat and remembered just how mad she'd been. And curious. "No one _ever…_ but your father was special. When I saw him again the next day I stormed right back up to him so I could demand an apology and - and then he made me realize that I didn't even know his name even though I was asking him for help. And after that…"

Her daughter's face twisted a little grin. "It was love at first sight?" A grin that evaporated when Lili shook her head.

"That would have been lovely, but no. We just studied together after that, even if he did drive me crazy wondering just where he got off… But he did help me get the second highest grades in the class and as a thank you I made him take me to a party or two while I waited for him to become as boring as everyone else. I was so sure he was, because he'd just stand there while everyone else - " and her daughter didn't need to know about anything about _that,_ " - talked. Then halfway through the second party I went looking for him just so I could try to make him dance one more time, but he was gone. He was halfway back to his car before I caught up with him and I was about to let him have it when he asked…"

Gwen leaned in at that, her eyes wide and curious and more than a little confused and she didn't know it, but it was the same look that her father had given her that night. "Did he ask you to dance? Is that when…?"

"Almost," Lili sighed as she rubbed her knees and tried to ignore the little voice in the back of her head that said that this was a horrible idea. "He said I acted so different when I was around my friends than I did when it was just the two of us and he asked who I was faking it with. I could see the answer he expected in his eyes, but - but he was the only one who ever…" Lili started before she swallowed hard as she stared into her daughter's emerald eyes and tried to think of the words that would make the girl _understand. "_ Everyone else just saw my pappa and his money or how I looked, but your father… He saw _me."_

Gwen didn't. Not at all. Lili knew that she didn't the second she saw the little line appear in her daughter's brow. "Saw you?"

Lili nodded and reached for her daughter's hand so she could squeeze it, so she could make the words _real._ "That's the important part, Pumpkin! It's - "

But Gwen just shook her head and squirmed away before she could even finish. "I don't… If that wasn't when you got together with daddy, then _when_?"

"That's not…" Lili started as she stared at her little girl and tried to find better words, find the magic ones that would help her Silly Bean avoid all of her mistakes, but she couldn't. Not when Gwen was only eleven. Not when she hadn't even started _noticing_ boys yet. Lili felt her heart sink even as her daughter started scowling. A scowl that almost vanished as she pulled her daughter close and kissed her forehead, but it didn't hide the impatience in those emerald eyes. "That was when I realized just how smart your daddy was. None of my friends ever noticed, but he did just like he knew I could do the work, and that was when _I…_ but he… We didn't get together that night, but we started spending more time together after. So much time, but I still didn't know he was interested until a couple of weeks later when we were studying together in the library. I thought that he was…"

Lili hugged her daughter close as she let the words trail off and she wondered how much more she should say. Gwen was too young for the big lessons, but maybe she could give her a little one. One that was almost as important. Besides, she wanted to see how her Silly Bean would react anyway. "I thought that he was just pulling out my chair for me when he reached down and pinched my bottom instead."

Lili felt her cheeks burn at the words as she remembered the jolt that the touch sent through her. That and the little grin on her Frank's face when she spun around. A grin that got so much bigger when she gave him her best coquettish smile back the moment she got over the shock because ladies didn't…

The moment _she_ got over the shock. "Mom!" her little spitfire all but shrieked as she shoved her hands over her ears. "I _so_ didn't need to hear that!"

"Yes, you do, Gwendolyn!" Lili laughed as she grabbed her daughter's hands and pulled them away from her ears. "It's the warning sign! First they're pinching your bottom and then…" she blushed at those words and all the memories that came with them and her daughter used the moment to pull her hands free, but at least she didn't run off. Considering the color of her daughter's face and the heat she felt in hers, that was a miracle all on its own, one big enough that it deserved some kind of reward. "Well, we had so much fun after that, but there was a part of me that kept thinking that he'd be a bore once I figured him out like he had me. I was so sure and then one night I was in his dorm room and he showed me his poetry. Some of the things he wrote… That was the moment I knew I'd never know enough about him. I still don't."

"Poetry." Gwen said, her voice shocked flat.

"He was so good. I tried to pester him into submitting some, but he never did. He said it was all for me."

"Dad wrote _poetry_."

Lili just smiled as she glanced up at the ceiling. Their bedroom was right overhead, and so was the hope chest that she kept at the foot of their bed. "I still have everything he ever wrote me."

"Can - Can I read some?"

Lili couldn't hide her blush at that thought. "Maybe when you're older."

Gwen looked at her with those always curious eyes and it was all Lili could do not to squirm away, and then Gwen dropped her gaze back to the carpet and whispered, "That's the real reason why Morfar and Mormor hated him? Because he wrote you poems?"

"No. No, they…" Lili felt her smile die. She'd almost thought Gwen forgot why they were talking about this. She'd hoped that she could bury her daughter in enough good memories and she wouldn't have to remember the bad ones. Maybe she still could. "We'd been together for six months before he took me home to meet the rest of his family. Carl was already dating Sandra, so I met her, too. I'm still not sure if she will ever be the best mother, but she was just what Carl needed. Max was Max and I couldn't help falling in love with him, and Verdona…" Lili swallowed hard at her mother-in-law's name and she ran her fingers through her daughter's hair again. She'd only known the woman for a few months and it still hurt that she was gone. She didn't know how Carl and Frank could stand it.

And Max… poor Max.

"Grandma? No one..." Gwen asked, her voice breaking Lili's thoughts. Her daughter's eyes were so wide as she stared up. So wide and so curious that it hurt. "No one talks about her. Not even Grandpa. I thought… Was she nice?"

"Nice?" Lili laughed as she kissed her daughter's forehead and she pulled the girl close when she saw the worry in Gwen's eyes as her daughter clutched the journal to her chest and she knew that the laugh went down the wrong way. "Did you really worry that she was an ogre, you Silly Bean? That's not why… I hope that you never have to learn this, but sometimes the best memories are the ones that hurt the most."

And there were so many good memories that Lili ached when she thought of all the ones that they'd never have. She'd spent so many days in Verdona's kitchen as her new mother taught her how to cook and the woman went on and on about the girl that she'd been so sure that Lili would have one day. They made so many plans…

"Your Grandma never got to meet you, but she loved you so much, Gwendolyn. She was so smart, and the second you walked through the door she would do anything to make you feel at home. She took one look at me and told me I was a Lili and it sounded so right... But nice? She was so quick and clever, but she never could suffer fools well…

"Your aunt and I used to joke about the Tennyson temper, but it was really from Verdona." She looked down at her daughter and she wanted to laugh and shudder at the same time. "You remind me so much of her sometimes, Gwen, but especially when you get mad. You and Ben both. She was a terror when someone she cared about got hurt."

"Go Grandma," Her daughter grinned a proud and fierce grin at that. Lili could almost see the questions bursting to life behind Gwen's eyes. Her baby was right, they never talked enough about Verdona, but they should. Her mother-in-law deserved to be remembered. She would have to talk to Frank when he got home. He had so many stories about his mom and she knew Gwen would love them all.

Then one of the questions finally escaped from Gwen's brain, and it was the last one Lili wanted to hear. "When who got hurt?"

Lili sucked in a breath and rambled, "Oh, your dad and your uncle, mostly. They bounced all over the place when they were growing up before your Grandpa settled down here and that's never easy for - "

Gwen sniffed and glared. "Natalie Isabella Larrson!"

Lili jerked at her whole name and glared back. "You little brat! Where did you learn that from?"

"You!" Gwen said happily.

"I should send you to your room until you learn some respect," her Lili muttered in a fake rage. Then she reached up and ran her fingers through Gwen's hair again. "But I guess I was. Your Mormor and your Morfar… They didn't approve. Especially not when they found out what Max did for a living."

"Grandpa..." Gwen asked and Natalie saw the fire building in her daughter's emerald eyes.

Lili knew that fire, she'd seen it before almost twelve years ago in eyes that were only a few shades darker, even if she'd seen it through tears. It was another memory she hated and loved, that second she'd been so sure that her soon to be mother-in-law was mad at her as her own parents were and that she'd cost Frank his family, too. That worry only ended when the woman scooped her up in a hug and spent the next half hour muttering the most polite series of profanities that Natalie ever heard, all of them aimed at her parents. She should have tried to defend her family, but she was too busy switching between laughing and crying.

She knew the fire, and she knew that she needed to stop Gwen before history repeated itself.

"Max, he… I'm sure that you don't know this, but he was almost famous once and my parents remembered his name. They didn't understand why he was a plumber now when I was telling them about your father's family. They thought…. I know that he did what he had to for his family. I think he even enjoyed his work, even if I never understood why…" Who gave up going to the moon just to be a plumber? Honestly, she'd been sure that it was just a coincidence when her parents mentioned it and Frank swore that it was when she asked, but she knew his tells by then. It took her days before finally admitted that it wasn't a mistake, his father was _that_ Max Tennyson, and she believed him when he said he didn't know why. Not that it stopped her from wondering. She wasn't even speaking to her parents when she finally broke down and asked Carl and Sandra, but they weren't any more help, and when she finally just asked Max…

All he said was that he'd done what he had to. Still, it wasn't like he was an ordinary plumber. Not with the places he got called away to. They'd talked about it a few times, the four of them. The last time was when the babies were just a month old and the whole family ended up at Carl and Sandy's somehow. Their first apartment was a tiny one bedroom unit and the four of them collapsed on the bed and spent the night tossing out theories in a sleep-deprived daze while Max sat in a recliner in the main room with Ben in one arm and Gwen in the other and all three sound asleep.

They came up with so many theories, which started with the man wearing a suit and hunting Russian spies and only got wilder as the night went on. It was crazy, but it was so much fun. At least it was until Carl ended it when he gave the door a look and suggested that Max might have some kind of PTSD from his time in the war, that he left NASA then and disappeared now because he'd seen too much. They would have yelled at him for ruining the game, but he looked so worried...

In the end it didn't matter, not as long as Max always came home, not as long as he knew that he always had them.

"I'm not sure that he enjoyed it," Gwen said as she made her thinking face, "but he knew it needed doing."

Lili felt her mouth drop as she looked down at her daughter, who was sitting there with her finger on her chin and the little line between her eyebrows that she only got when she was thinking hard. It was the biggest mystery in the family, so _of course_ he'd talked to Gwen about it. "Do you know why?"

Gwen's eyes went wide at the words, and then they went back to a scowl. "I know that you're still stalling."

Lili just started and she felt so sure that she was so close before she shook it off. Of course Max didn't tell her. He didn't tell his sons, there wasn't any way he'd tell his grandchildren. And she was stalling. There was so much about what happened that her daughter never needed to know and she needed to figure out what she could say. "My parents, they didn't… they knew that starting lawyers didn't make much and they were worried that your father couldn't take care of me. Then they found out who Max was and they didn't think that he was… dependable. That and they were afraid that your daddy was just after my Pappa's money. It happened before with your uncle Lucas and a sl- a woman he was seeing. Pappa… Pappa wrote your father a check and said he could have it if he disappeared."

Gwen sucked in a breath at that and pulled her legs up to her chest. Lili looked down in worry and saw that Gwen had her eyes closed tight and she could have sworn that she felt a soft breeze brush against her face. She shot a glare at the bay window by the front door that _always_ gave them trouble before she forgot all about it when Gwen opened her eyes and asked in an oddly calm voice, "What did daddy do?"

"He tore it up, right in front of Pappa, and then he told Pappa off. I think Pappa liked him a little bit more after that, but it didn't convince him. And then…Well, we found out about you."

Lili knew just why her daughter's eyes got so wide even before the girl blurted out, "I was born five months after your anniversary!"

"Took you long enough to figure that out, Silly Bean," Lili laughed. She wished she didn't have to stop. That she didn't have to remember what happened next. "I went home as soon as I found out. I was so excited and so scared and I just wanted my mor… She - she begged me to come home. She said..." The words died in her mouth. She wished she didn't remember that fight, that she could forget the sounds of her mor weeping and screaming at her that she'd ruined her life, that she'd screwed everything up. And she wished that she'd said something that made her mor understand, that calmed her down before…

"Mom?" Gwen asked, her eyes wide with worry and thought.

"I'm fine," Lili said as she wiped her eyes with her free hand. Then she leaned down and kissed the top of her daughter's head again as she hugged her close. She knew that her mother was just desperate and scared, but…

But her Gwen was never a mistake, and she couldn't imagine a life that didn't have her daughter in it. Even if she was far, far too smart for her own good. "They do hate me," Gwen whispered as she snuggled in even closer and pressed her face into the crook of Lili's shoulder.

"They don't… They weren't happy with me after that, and I wasn't happy with them. They told me that if I was so sure that Frank could support me then I didn't need their help anymore, which was fine because I didn't want it. They didn't even…" Lili swallowed hard. "Your uncle Liam was the only one who came to our wedding. On my side anyway. Everyone on your father's side came, even Vera, God bless her. Everyone but Max. And no, wipe that shocked look off of your face, young lady. Of course he approved, but that's the danger of depending on the best when the whole rest of the world needs him, too.

"I had so many dreams about my wedding. I used to plan it like you plan everything, Gwendolyn. If we invited everyone I was going to we would have needed to book a cathedral because a church would never be big enough, and the party after would be the event of the year. I never imagined it would be in my mother-in-law's backyard with a minister that Max knew because Max knows everyone. I never thought it would be my little brother who would walk me down the aisle. And do you know what?"

"What?" Gwen asked, her eyes glistened as she looked up, but there still weren't any tears. Her daughter was stronger than she was.

"I wish that Lucas and Elias had been there, and Mor and Pappa, but besides that I wouldn't change a thing. Not even having Sandra as my maid of honor. We were a sight. Neither of us were showing much yet, but our hormones were out of control," Lili grinned at the memory. She hugged the other woman so close after they finished getting dressed in Verdona's bedroom as they both cried and Sandra sobbed out that they were sisters now and that they'd be friends forever. It was so much of her usual nonsense, but it was nonsense that meant the world to Lili then. Lili felt her stomach twist with guilt because she knew that Sandra meant every word. She stayed at Lili's side when everyone else disappeared even though they'd only known each other for weeks. She meant those words then and Lili didn't know when that changed, but it had. Lili felt her eyes burn with tears at the thought and she didn't bother to wipe them away. "We almost thought it would be a double wedding, but Carl and Sandra never were ones for waiting. Or doing things the proper way."

She thought her little girl would laugh at that, or let out the same soft sigh she did every time she saw a kitty, not go ramrod straight in her arms or spit out, "So Aunt Sandra and Uncle Carl were there, but Mormor and Morfar couldn't be bothered?"

"That's not - !" Lili tried to deny it, but they were the same thoughts that went through her mind as she stood in that backyard years ago.

"Why do you want me to spend time with them?" Gwen asked as her anger melted away into a puddle of misery. "They don't want to. They just have to."

"They didn't come to my wedding, but they were there the day you were born," Lili said with a sniffle. "Your daddy was in the delivery room with me, and Sandra and I promised that we would be there for each other after your grandmother…" She wanted to say the word. It was just four letters and it happened so long ago, but she couldn't. She knew that the second she admitted that Verdona was gone, it would be true. "We promised, but we never thought we would both go into labor at the same time. Your aunt was in the room right next to ours and I'd hear her… Every time she screamed or cried I just wanted to go to her, but then I'd have a contraction, too. Your daddy tried so hard, but he wasn't… I wanted… And then Mamma came rushing into the delivery room. They knew when I was due, and they'd been staying in a hotel that whole time waiting. I didn't even know they were in town, but Max did and he called them the second he heard."

She didn't know how her father-in-law knew and she didn't care. She just knew how happy she'd been when she saw her Mor come through those delivery room doors. Her mother took one look at her and Frank before she broke down in tears and just kept saying she was sorry. And Pappa... "Pappa cried the first time he held you. I'd never seen him do that before. They might have been mad at us, but they've always loved you. Never doubt that."

Gwen looked at her like she wanted to believe her, but there were still questions and suspicion in her eyes. She opened her mouth and Lili braced herself for whatever questions came next.

Her daughter never got to ask any. "They were mostly just worried about their little girl, anyway," Frank said from nowhere and they both jumped. Lili spun around and saw her husband standing in the hall with his briefcase by his feet and a sad smile on his face as he watched them. "I can't blame them for that."

"Daddy!" Gwen said, the word a mix of delight and sadness as jumped back to her feet and ran over to her father. Lili smiled as she watched her daughter all but tackle her daddy in a hug. Then she had to hide her laugh when she saw Frank grin at her as he snuck his hand up from their daughter's back to the nape of her neck and pressed his palm against it. "Daddy!" Gwen squealed as she bounced out of his arms. Lili was sure that their girl's were covered in goosebumps now as she stomped her foot at him and growled, "That isn't funny!"

"Every time," Frank said with a happy smile that only got bigger when Gwen shoved him. He made for another grab that Gwen danced away from before he shrugged and walked over so he could give Lili a kiss before he settled on the couch.

Lili thought about getting up and snuggling next to him, but she was comfortable so she leaned against his leg instead. "How much did you hear?"

"Enough," Frank said, "but I didn't want to interrupt. I take it that our Pumpkin is feeling better?"

"I'm not sick!" Gwen said even as she sniffled. Then she came over and sat on the arm of the couch, still careful to stay out of her daddy's reach. "Is it true?"

"About your grandparents? Your mom left out a few things, but yeah."

"Not that," Gwen said with a wave of her hands, even if it so obviously was. "About the poetry!"

"Ah," Frank said, and he tried so hard to look mad as he glared down, but Lili knew better, especially when he reached out and pushed a lock of hair back behind her ear. She shivered at his touch just like she always did and he grinned because he knew it. "I'll plead the fifth on that."

"So it is true," Gwen said, already thinking as her eyes went to the ceiling.

"No snooping," Lili warned with a shake of her finger.

"I promise," Gwen said before she hugged herself. "And you don't miss it?"

"Well, it is right there whenever I want to read it again. And I do know the poet," Lili said with a wicked laugh at her husband's sigh.

"Not that," Gwen said with a wave of her hand and then she looked so uncertain, like she was trying to pick out the right words. "The… I know how Mormor and Morfar live. You don't miss it?"

"Sometimes I miss my horse, Buttercup," Lili allowed as she looked up at Frank. He lost his smile and she knew that he always worried about this, that he'd taken her away from some great life. He was foolish sometimes because she had everything she ever needed. And then her smile faded, too, as her eyes went to her daughter. Her brilliant girl who thought far too much about everything and felt the same worry that she'd felt every morning since she had that fight with her mother; that her Mamma was right; that they would do their best and they would still let their baby down; that they would never give her the life she deserved. Frank worked so hard and they sacrificed so much so that Gwen would have everything that Lili had grown up with.

Everything that she'd had and never even thought about until she held her baby for the first time.

That was why… She hated thinking about Christmas and the nonsense that came out of Carl and Sandra's mouth. Everything she did was for Gwen. _Everything_ that _they_ did. Carl and Sandra knew her better than _anyone_ but Frank, they knew _everything_ that she went through. They were _there_ when she made her choice. How could they even _think_ that?

And it wasn't just something Carl said because he was mad - that would have been horrible, but people say horrible things when they were mad and she could understand it. No, he looked too sad when he said it, like he'd been thinking it for a while, like he thought it was _true._ Lili stared at her little girl as her head sank down against her husband's knee. She _wasn't…_

She _didn't…_

Gwen's eyes were just starting to get bigger as she stared when Lili felt fingers run through her hair again and she shivered even as she hugged her man's leg closer. Some of the worry melted out of their daughter's eyes and the smallest smile started on her face.

Carl and Sandra could think what they like, _she_ made her choice years ago and she never regretted it. Not for a second. She would make the same choice today, and as much as it would hurt she could live with it if she never saw her parents again as long as it meant she had her daughter.

Her parents knew it, too, not that it mattered anymore. It hadn't since that day eleven years ago. If anything…

Lili brushed her fingers through her daughter's fiery red hair and hid a grin because Mama was already making noises about Gwen's sixteenth birthday party. It wouldn't have mattered if she wasn't, they would have done their best like always, but their little girl deserved a proper debutante ball. Gwen didn't know it yet, but it was going to be a birthday she'd never forget.

That thought made her smile but it was the way Frank blew a kiss at her when she looked up that made her happy. She hugged his leg again with one hand as she held out her other arm and Gwen must have still been worried because she ran over and snuggled in without a word. "There are more important things than stuff, Gwen. Like making your own life instead of waiting for someone to hand you something. None of the friends I grew up with ever understood that, and they'll never know what it's like to build that life with someone you love. I know that you don't understand it yet, either, but I hope you do one day. When you meet the right person."

She could see Gwen thinking, not that it was an unusual look for their daughter. "What if you and daddy hate him, too?"

"What if?" Her husband asked, his face deadpan as he reached over and brushed a hand over her hair. "You don't have to worry about that, Pumpkin. I already do."

"Frank!" Lili said as she smacked his calf with her palm. He didn't even have the grace to look sorry. He just smirked down at them both until she finally rolled her eyes and gave up on him so she could focus on the only other person in the room with sense. "Your father will hate anyone you bring home, Honey, but I'll just dislike them thoroughly." Dislike was okay. She knew how special her daughter was and if someone tried to take advantage she'd be there to help her see sense. She knew that Gwen needed that, but…

But she would never say the things that her mother said to her. She would never do that to her daughter.

"Mom!"

"She _is_ feeling better," Frank said, and for a second Lili just thought he meant that because of all the yelling, but his eyes were on the carpet and all the papers that their daughter never had a chance to scoop up. "I thought I had a busy day at the office, but I think my girls have me beat. How is the invasion of Normandy going? Are all the plans ready?"

"Daddy!" Gwen said as she stood up just so she could stomp her foot and it looked so cute that Lili had to fight a giggle. She must not have fought hard enough, because her daughter followed that up by crossing her arms so she could properly pout. "It's not that bad."

"I can't see the floor, Pumpkin. I stand by what I said."

""You have no idea, Frank, it's _ridiculous_."

"You don't get a vote! You helped me make them!"

"So I know how many there are."

"I'm going to allow it, Counselor," Frank said and he made a show of reaching over and knocking his knuckles on couch cushion. "Seriously, though. Is everything set?"

"All set and paid for. We just have to pick the food on Saturday, but besides that we're _done,_ " Lili said. At least her cold day in the rain accomplished that much. She looked at Gwen and waited for her daughter to triple check the checklist before she agreed.

But Gwen didn't move for the papers. She didn't even look at them, or at her parents. "I want to make a change!"

"Of course you do," Frank said with a laugh like he expected this.

Lili just stared. "You were serious? I thought you were just - "

"I want to borrow Ben's Gamestation!" Gwen said the words in a rush, like she was worried that if she didn't say them now she would never get the chance. And once she got those out, the rest came tumbling after. "It'll be fun! We can have Sumo Slammer tournaments and I can beat Ben again! I'm sure he'll bring it if I ask and I'll have plenty of time when I'm at his birthday party."

And Lili felt the surprise jolt through Frank's leg. "Ben's party?" He asked as his eyes went to hers.

It took Gwen a second to realize he wasn't asking her. "What?"

Lili glared up at her husband, who wouldn't meet her eyes because he knew she was _right_. They needed to apologize to Ben and his parents. Sandra and Carl were just as much to blame for what happened, but that didn't mean that they shouldn't. And Max. Good Lord, Max. He looked devastated by what Frank said and he didn't deserve any of it. They didn't have any excuse and Frank knew that just as well as she did, but she saw the hurt still in his eyes and sighed. They would, after a little more time. She looked at their daughter, who was standing there with her arms crossed and a confused look on her face, and sighed. "We just weren't sure that you still wanted to go. We know how bored you get, and…"

"And it would be okay with us if you want to skip it this year," Frank finished.

"What?" Gwen jaw dropped. It actually dropped. Gwen stared at them, her lips making words that she didn't say before she stamped her foot again and let out a, "But you always make me go!"

"Because that's what you do, Gwen, it's proper." So were those words, but she couldn't quite hide the unease behind them. Sure, the kids were finally becoming something like friends again, but she knew it wouldn't matter once the party started. Gwen would spend the day talking about how bored she was while Ben forgot all about her so he could hang out with the guys he always invited over, just like every year. And then they'd do it all again the next day for Gwen's party, except Ben did a lot worse things than complain when he got bored…

And she'd have to spend the whole time watching them with her husband and Carl and Sandra and it was exhausting. Lili felt a headache coming just from thinking about sitting there for hours, trying to find something to talk about that wouldn't end in a fight while they all waited…

It wasn't their birthday, but she still had nightmares about their last family camping trip, when it took all five of them to pull Ben and Gwen apart. All she remembered was Gwen howling and Ben screaming as the two tore into each other and all the band aid's that they'd needed after...

She never thought that seven-year-olds could fight like that.

It never got that bad again, but it got close so many times and a quiet day would be nice. She looked up and Frank must have read her mind, because he shrugged and gave their daughter a smile. "You're a week away from being eleven. You're old enough that you can decide if you want to go or not."

"Really?" Gwen asked and Lili nodded when she looked at her like she thought it was some kind of trick, or a trap. "I get to decide? That's what happens when I turn eleven?! I should have turned eleven years ago! Do I get to decide anything else? Is Ben's party a test? How do I pass? I mean…"

"We'll have to see how you do on this decision first, Silly Bean," her mother said with a laugh into the babble-storm, "but we could work out more."

"Really? Because I have so many ideas!" Gwen said, her smile huge as she ran over for a hug.

"Ben's party first, Pumpkin!" her father chimed in.

"I think we have our answer, Frank," Lili scoffed from over Gwen's head and she didn't even bother to hide her relief. Double relief, if Gwen didn't go to Ben's party, then maybe Ben wouldn't come to hers and everything would go to plan for once. As much as she loved her nephew, one year without stink bombs or other tricks would be nice. "I'll call Sandra tomorrow and send our regrets." If she was really lucky, she could just leave a message on the answering machine.

"Oh," Gwen said, her arms freezing as she looked up at them both, "but I want to go."

Of course she did. Lili reached up and tried to pinch away the headache that suddenly appeared. "Gwen, be reasonable…"

"He's expecting me," Gwen said and Lili could hear just how close her daughter was to shouting, and how hard she was trying not to, "and I already got him a present!"

"We can send it to him," Frank said as he got up and stomped away. Papers crunched under his shoes as he made his way passed the dining room set and grabbed onto the counter that separated the rest of the room from the kitchen. He almost knocked over the picture there when he did. He might have if it wasn't set into a frame with little bronzed booties. "It's not like he's going to read it anyway."

"I didn't get him a book," Gwen spat out as she glared at her father's back before she turned. The look was gone when she met Lili's eyes, but the attitude wasn't. "And you said I can decide, so I've decided. I'm going."

"Don't take that tone with us, young lady," Lili said as she got to her feet. "And if this is how you think you'll convince us that you're mature enough - " The phone cut her off mid-sentence. Gwen spun around and they both looked at the home phone, which was hanging from the wall right next to her husband. She saw Frank's back stiffen as he looked at the caller ID. "Who is it?"

"Telemarketer," Frank said in his court voice as he lifted the receiver and let it drop back down. Then he turned and stalked back over to the couch and dropped down on it and he slammed his cup down on the end table. "You're not going, Gwen. That's the end of the…"

And the phone rang again.

And Gwen, their wonderful, brilliant, stubborn and _fast_ little girl dashed over before either of them could stop her. Her face lit up when she saw the name on the Caller ID and she had the phone against her ear a second later. "Hi, Ben!" she said, and Lili didn't know how she could sound so happy and look so angry as she glared at them all at the same time.

Frank just sighed and Lili went to him. She sat down next to him and took his hand. "It was worth a try, but Gwen going won't be the worst thing in the world. We _have_ to apologize, Frank." Her wonderful husband snorted at that, but she'd have to be blind to miss the guilt in his eyes or the dark spots under them. She wanted to smack him, but she kissed him instead. Hard enough that his eyes went wide when she pulled away. She kept one eye on their daughter, but she could have been blind and she still would have heard him swallow as she ran her fingers over her tie. "You know we do, but after that… Ben and Gwen are going to be eleven. They don't need us to be referees anymore, and if they do, then Carl and Sandra will be there. Honestly, we could just drop her off and go to the movies. Somewhere nice and dark…"

And her husband started to smile.

Just as Gwen stopped. "What do you mean, I win? No, I've somehow _completely_ forgotten how you tricked me into letting you have our _actual_ birthday for your party, doofus. _After_ I'd already made the invitations. What? No! Slow down, you're not making any - " Then her voice stuttered and froze. "What?"

Worry forced Lili to her feet. "Gwen, is everything - ?"

And her daughter spun around, her eyes glistening and her fingers white around the phone, "Can I have a little privacy, _please!_ "

Lili blinked at her daughter, her kind, wonderful daughter who didn't do things like yell in her mother's face over a phone call. "Give me the phone, Gwen."

And her daughter actually backed away and clutched the phone against her shoulder. "Mom!"

"Gwendolyn Rose Tennyson! Give me that phone or else…" She had a cellphone and so did Frank. They only left the corded phone in the kitchen as a courtesy to their daughter. One that Gwen just threw away. "I know where the scissors are."

"Just let me…!" Gwen shouted back as she tried to back away and protect the phone all at the same time.

And then Lili's wonderful husband was there, his hand on her shoulder and his eyes on Gwen as he said, "Come on, Lili. Let's give them a moment."

And it felt like he'd dumped ice water on her. "Frank! We can't just let her…"

"Lili," Frank said again as he reached down and took her hand. "We can yell later. And don't think we won't, young lady."

Surprise was the only thing that made her follow her husband as he led her to the hall. She glanced back and strained to listen, but Gwen didn't say anything. She had to be waiting for them to get out of earshot, which was something that Lili had no intention of doing. Except Frank was leading her upstairs. "Frank, aren't you even…"

"Of course I am," Frank whispered back. "Gwen wouldn't act like this if she didn't have a reason. Come on."

"Come on, where?" Lili said in frustration as she followed him upstairs. In the back of her head she had the memory of sneaking home and it felt so wrong and so right all at the same time.

"Up to the library. I finally get to try out my Christmas present."

Lili blinked before she grinned and chased him up the stairs. Frank had wanted a home office for as long as she'd known him, and they'd built one over the years when they could a little at a time in the room across the hall from their daughter's bedroom. It was as small and as simple as everything else they had, but she did her best to make it seem as fancy as she could.

The desk was second hand, but it was still what a lawyer deserved. The wall was drywall and plaster but she still painted it to look like the brick walls of her pappa's office. It started with a desk and bookshelves for Frank's books, but once Gwen was born…

Well, the room was still an office. At least a corner of it still was. Now a mix of bookcases and books took up the rest of the rooms. The wild assortment of things that their daughter read and loved with just enough room left over for the loveseat that they stuck under the window. Every time Lili walked in here she could hear her mor sigh at the inelegance of it all.

But It was her favorite room in the house. Lili couldn't even count the number of days that she spent curled up in that little sofa just reading while Frank worked with Gwen in her lap before she got too big, and then right next to her after.

Honestly, it was a wonder that Frank got _any_ work done in there, but he never seemed to mind.

Lili did, though. That was why she still worked on it when she could and when they had the extra money. That was why she had an extra phone line run into the room as a Christmas surprise. That was why he had a phone on his desk now just like the one he had in his office.

And just like the one in his office, the phone on his desk had a blinking green light when they hurried into the room. She closed the door behind them while he hurried over and she turned around just in time to see his finger dart to the buttons on the side like he'd done it thousands of times before. Two buttons in particular; speaker and mute.

And then they heard their daughter's voice like this was any other day and she was in the room with them. " _-'re gone. I'm going to be in_ so _much trouble."_

"What do you know, Frank, our daughter is smart," Lili said as she wrapped her arms around Frank's left one and felt her lips pull back into something that felt too fierce to be a smile.

Her daughter thought that she was _so_ clever. It was always nice when they could remind her who she got it from.

" _I hate it when they listen in,"_ their nephew said and there was something off. His voice sounded rough and Lili didn't think it was from the phone.

" _They aren't… I mean they don't always."_

" _Your mom does. She ALWAYS does. I wish I'd just - "_

"It's our phone," Frank said, his voice dark.

"He won't have to worry about it much longer," Lili agreed. She didn't have to actually cut the cord, but a few weeks without a phone would teach them both a lesson. Especially if their nephew dared to finish that sentence.

He didn't. Gwen didn't give him a chance, " _I know. Can we - What did you mean, 'can I move my party up?' You know I can't! We made all the orders, Mom was out half the day getting everything and…"_

" _I know!"_ Ben said, and he sounded just as angry as he had been, but now there was something else. Something desperate. " _Dad…"_ Ben caught his breath on that word and then the words tumbled out of his mouth. For all their fighting, Ben and Gwen really did match up in some things. " _Dad decided to surprise me with tickets to the Sumo Slammer convention that's happening on Saturday and Mom moved everything before they even told me. I just found out an hour ago."_

" _You're not making any sense, Ben. What do you mean she moved everything? And why would I have to reschedule my party just because - "_

" _It's… You still have a week. You can just move your party up a day, right?"_

" _Sure. Just like that_ ," Gwen said, and Lili could hear her daughter snap her fingers. " _Ha ha, Ben. You got me. Just shout 'psyche' and get it over with so I can start planning my revenge."_

"If he laughs," Frank said, his voice tight as he glared at the phone. Lili just nodded, but Ben didn't laugh.

_"Are you sure you can't change it?"_

Lili thought she was ready for anything when they started listening in, but she never expected to hear Ben beg.

" _Ben?"_ Gwen said and Lili heard the hard edge in her daughter's voice break. " _When… you said your mom already rescheduled. When did…"_

Lili's hands went to her mouth as it all made sense. "She didn't."

And Ben sounded so miserable as he just said, " _She… she called all the guys and told them to come over on Sunday instead,"_ that Lili just wanted to give him a hug.

Give them both a hug as her daughter sniffed. " _But… I had everything scheduled…."_ The sniff was bad enough, but she had to take Frank's hand when Gwen let out a pathetic laugh. " _I was even going to have you bring your new Sumo Slammer game so I could kick your butt again."_

 _"I know, and I was thinking – Wait. You never kicked my butt! Sure you beat me a few times, but that was all beginner's luck."_ It should have sounded normal - Ben and Gwen arguing, they'd heard it often enough - but there wasn't any fire in Ben's voice.

" _Was not. Besides, you were a beginner, too_ ," Gwen said, and she knew her daughter. Gwen should have blown a raspberry then. Instead there was just a sound that must have been her sliding down the wall. _"This is about Christmas, isn't it_? _I never should have..._ "

" _It wasn't you,"_ Ben said and he sounded so sure and so fierce, as fierce as he'd been when he'd looked Lili in the eye and told her to go away.

He was almost as fierce as the guilt she felt burst to life in her stomach. If she'd just kept her mouth shut. Sandra didn't mean anything… "Frank," she whimpered and her husband gathered her in his arms.

But Frank winced away when Ben spat out, " _It's not your fault. Our parents are just jerks."_

" _Are not_ ," Gwen's said with another wet laugh. " _And yours are bigger ones."_

"Such a stirring defense," Lili said, but she didn't have the heart to disagree. God, she'd been so ready to cut the phone cord just like she'd been so ready to fight on Christmas and pull Gwen out of Karate back when she was struggling in school. What was wrong with her?

"We're not… " Frank said as he hugged her tightly. "He just doesn't understand."

 _"I know,"_ Ben said and Lili jumped a little, but the lights were still flashing on the phone. _"I don't even want to go to that stupid convention."_

" _Liar."_

Lili agreed. Even she knew how obsessed Ben was with that stupid game, but he surprised her again. " _Not this time. Your parties are beyond lame, but I was…"_

" _They are not lame!"_

" _So lame. You give out gift bags to everyone! No one cool does that."_

"That's just what you do," Lili said with a frown. She didn't expect Gwen to echo her and it shocked her enough that Gwen finished alone, " _when you have class."_

And this time Ben did blow a raspberry. " _Who wants that?"_

Lili pulled away from her husband and gave him a look as she poked his chest. "He gets that from your side of the family."

Frank just gave her a weak grin and pulled her close as it just got worse. She'd always been so proud of how mature Gwen was, but… " _I'll have to talk to Grandpa. Maybe he can come over on Saturday. I'm sure he wants to go to your party."_

" _That won't work."_

" _Oh… He's going to the convention, too._ " Gwen said, and when Lili heard the hurt in those words, the hurt but no surprise, she almost ran to her baby. She would have if Frank hadn't held tight. Gwen shouldn't have to be _that_ mature. It was too much. " _I can… I'm sure that he'll have a lot of fun with you and your - "_

" _I wish, but Dad said he could only get a couple of tickets. I meant, I already talked to Grandpa. He's going to your party."_

Gwen sounded just as shocked as she felt. _"But what about…?"_

_"I want him to go to yours. I'm not going to make him choose."_

"He got that from your side of the family, too," Lili whispered as she leaned into her husband and felt her eyes tear up again. Max was right. Their kids were so good and they both deserved better.

" _Ben, you don't have to - "_

" _It's… He should go to yours. He said he can't wait to dance with the birthday girl,"_ Ben said, and he gagged into the phone at the last words. " _Besides. I don't want him at mine. I don't even want to go to mine."_

It should have been a joke, but it wasn't. He sounded way too frustrated for that. So frustrated that he must have… "That explains his voice," Frank said, and his own sounded rough as he reached up and pinched his nose. "He must have been screaming for the last hour, trying to get them to change their mind. What's wrong with you, Carl?"

" _You actually tried?"_

" _I-"_ Ben started, and for some reason it sounded like he was blushing at the word. " _Maybe. I'm kinda grounded until Saturday now."_

" _Ben!"_ Gwen said and she sounded so mad and Lili didn't know at who. " _You didn't have to, you D - "_ Gwen's voice caught. " _I guess I can't call you that any more, can I?"_

" _Why not?"_ Ben scoffed. " _Just because of mom? Please."_

"I knew that he didn't care," Lili muttered. "If _that woman_ had just kept her mouth shut..."

" _You like it when I call you a doofus? You do need help."_

" _It's better than you calling me Ben. It always feels like I'm in trouble when you call me Ben."_

Frank rubbed her arm and thought. "Isn't he usually…?"

" _That's because you are!"_ Her daughter laughed and answered her father's question without knowing it. " _But you can't call me a dweeb anymore."_

" _And who's going to stop me?"_

" _Me!"_

" _Dweeb, dweeb, dweeb, dweeb. I can do this all day!"_

" _I know you can, Doofus,"_ Gwen said with a couple of sighs, the first one happy and the second one sad. " _Thank you, Ben. You didn't have to get in trouble for me, but thank you."_

" _I didn't do it for you,"_ Ben said, and this time Lili didn't have any trouble hearing the lie. Her nephew was just as bad at it as her daughter.

" _Of course not,"_ Gwen said back. " _I knew you loved my parties."_

" _I do not! Mine'll just stink, that's all."_

" _Such a liar."_

" _It'll be dumb."_ He sounded so bitter as he spat out the words. _"And this whole thing stinks, 'cause I put actual work into your present this time."_

" _You did?_ " Gwen asked for all three of them. _"No more hand-me-down video games?"_

_"Not as long as you don't get me another book."_

_"Deal. There aren't anymore 'Where's Waldo's' out anyway."_

There was another raspberry then, and Lili heard her little girl giggle and for a second she thought Ben would laugh, too, or that they'd go back to arguing. They'd been trying so hard to keep things normal, to protect each other. They'd been trying so hard, but Lili knew it couldn't last.

" _But - but your present,"_ Gwen asked after her laugh died and Lili heard the desperate edge in her daughter's voice. " _I have to…"_

" _I'll just run by,"_ Ben said like it wasn't anything at all.

And Frank let out a little snort. "It's almost eight miles. Knowing Ben…"

Her husband might snort at the idea, but Lili shuddered. She'd seen Ben run. Eight miles was a lot, but he'd done more than that just around the couch. No, all she saw was the traffic. "We should call Carl. If he's thinking about it..." It was Ben, thinking and doing were just a heartbeat apart for him.

At least their daughter had her head on straight, even if she sounded like she hated every word that she said, " _Don't you dare, Benjamin Tennyson! Not just for presents. You do not do stealthy and Mom will catch you for sure."_

" _Please, like anyone ever caught me,"_ Ben scoffed.

And it just made her daughter laugh like it always did, kind of. Usually her laughter didn't sound so broken. " _What about - ?"_

" _That wasn't my fault!"_ Ben shouted like he always did when he got caught and Frank let out another snort. Lili almost wished that she knew which story it was, but he'd been caught so many times; at sneaking cookies, looking for presents, or trying to hide teacher notes… " _Fine. I know you got your wicked witch powers from her."_

Lili knew that she should have felt insulted, but it was hard when her daughter said, " _Better believe it,"_ so fiercely.

" _If I can't… I guess that I'll see Grandpa before then,"_ Ben said, and it was so obvious that he hated the idea and that he couldn't think of anything else. " _I'll give him your present and he can bring me mine. I can get it from him after school on Monday."_

" _But, that..."_ Gwen said, and Lili could almost hear her daughter's mind racing for something better. For just a second, she hoped her daughter could do it, that she'd find some answer with that wonderful brain of hers. She hoped, but she wasn't surprised by the miserable, _"I guess_."

"We'll think of something," Frank said, his voice rough again in her ear. "They shouldn't have to."

Lili nodded as he hugged her again, but her heart was downstairs. She couldn't do anything to make this up to Ben yet, but she could be there for her daughter. She would have run when she heard them say goodbye if it wasn't for the little voice in the back of her head reminding her that ladies didn't run. They could walk very, very fast, though, and she did. She found her daughter a few seconds later curled up on the floor with her back against the counter just like she'd expected. "Ben can't…" Gwen said her eyes still on the phone that was beeping in her hands.

Lili took the phone from her daughter and hung it up before she sat down and pulled her baby close. "I'm so sorry, Gwen."

"How?" Gwen sniffed out as she hid her face in Lili's shoulder. As far as Lili could tell, her daughter still wasn't crying, but she looked so close. "How could Aunt Sandra…?"

"I don't know," Lili said, even though she did. They were just happy that the kids were finally getting along. No one ever bothered to think that they might actually be looking forward to spending some time together and someone should have. She should have. She should have at least thought to _ask_. Lili ran her fingers through that bright red hair as Gwen snuggled closer and tried to do what she did best. Fix things. "I'll tell you what. Why don't you go get your plans and we'll look over them again. Your dad can rent a Gamestation and that game and I'm sure that between the two of us we'll find a hundred ways to make your party even better."

"I don't… Can't we just cancel…?"

"Nonsense, Gwen. You deserve a party," Lili said and she pressed a kiss against her daughter's forehead. She heard Frank coming and she made herself smile just so her baby could feel better. "You'll see. Between the three of us we'll make your party a thousand times more fun than any stupid convention." Lili didn't even think about those last four words until she felt Gwen go stiff in her arms, and she would have given anything to take them back when she realized what she'd said.

"How...?" Gwen asked as she pushed away and Lili watched as her far-too-bright daughter's eyes squinted in confusion before they went wide with horror and betrayal. "You - _You WERE_ _ **LISTENING**_?"

Lili reached out and stammered, "I - I just wanted to - Gwen, please!" just as the lights started to flicker. Then her daughter pushed herself to her feet and just _ran._ She only stopped for a second to scoop up her papers and that stupid journal that Max gave her before she started again.

"Gwendolyn!" Lili shouted after her as she pushed herself back up, too, but she didn't have any of the grace or speed that her daughter had too much of. The girl was at the hall before she could even start chasing after her, and halfway up the stairs by the time Lili got to the hall.

Where Frank was standing, half stunned and completely ashamed as he tried to reach out for his daughter as she came charging up. "Gwen, Pumpkin, wait! We can - " he started as he tried to catch her arm.

"Don't _**touch**_ _me!"_ Gwen shrieked at her father for the first time since she was _one_ and there was a flash of light before something popped in the garage and the whole house went dark.

The shock stopped them both in their tracks and Lili looked up as if she could will the power back on, and they stayed frozen until they heard the bang of Gwen's bedroom door slamming shut. Then she just looked at the kind and wonderful man that she'd married and her stomach churned a little because he looked just as lost as she felt as he stood in the little bit of light that was still coming through the curtains. Then he sighed and started down the steps. "I'll check the fuse box," he finally said, his voice rough.

Lili nodded at him. "And I'll check on the Red Menace," she said and she felt a little better when Gwen's old nickname coaxed a smile out of the man. She met him at the bottom of the steps and his hug worked its usual magic as she closed her eyes and buried her face into his shoulder.

Sometimes she thought that she could stay there forever when he held her, but she always thought that their hugs ended too soon.

"Good luck," they said together when they finally let go of each other and she started up the steps. Lili stopped at the top of the steps so she could give her love one last look as he disappeared into the garage and she only felt a little jealous. Then she just let out a little sigh as she took the last couple of steps to her daughter's door and knocked. "Gwen, Sweetie? Please _try_ to understand. Your father and I were just - "

\- o - o - o - o - o -

The world was dark outside and Lili had a blanket draped over her when she jerked awake hours later.

She blinked at the soft light that came from the little lamp on Frank's desk and the bookcases all around as she tried to figure out _why._ This wasn't the first time that she'd fallen asleep on this loveseat, but her husband never just covered her up and _left_ her here before. Not even when she was sick and told him to do just that so _he_ could get some sleep. He was too much like his father to ever…

"Frank?" She called out as she pushed off the blanket and let her feet drop and she froze when they brushed against the book that she must have dropped. "Oh no," she gasped when she saw the photo album that was spilled out on the floor and the pictures that had come loose. Her back ached, but it didn't matter. She slipped off of the loveseat like she was twenty years younger and knelt down so she could gather everything up and fix…

She barely touched the first picture, one of two babies dressed only in diapers - one with a mess of brown hair that he never let her comb even back then and the other with wispy red hair that she'd never forget the feel of - who were curled together like puppies and asleep in a crib before she remembered and her eyes flew to the bedroom door across the hall.

The door that was still closed tight.

"You Silly Bean," she sighed as she picked everything up and set it down on the loveseat. She could fix the album tomorrow. She needed to fix things with her daughter now.

She just needed her daughter to open the door and let her in.

Lili tried. She spent hours knocking on the door, trying to coax Gwen out, trying to explain or at least come down for dinner, but her daughter wouldn't answer with anything but 'go away!' so she decided to wait her out.

And after that…

She remembered sending her husband to bed after he finally switched out every fuse in the box and checked every circuit. It could have gone so much quicker, but neither of them were brave enough to call Max yet. She remembered the hours she spent staring at her daughter's bedroom door all the times that she thought about just _opening_ it and walking in. It wasn't like it had a lock or there was a thing that her daughter could do that would stop her just like nothing ever stopped her mor, no matter how much stuff she put in front of the door.

It was so tempting, but Lili knew that she'd already screwed up enough for one night. So she sat down and waited.

Waited until she fell asleep. She didn't even know what time it was or if Gwen was even still awake. There wasn't any light coming out from under the door, but she got up anyway because she had to try again. If she wasn't so tired, she wouldn't have leaned against the door before she knocked and she never would have realized that the door was just a little bit open, but when she did she just grinned.

Maybe her Silly Bean could forgive her. Maybe she was ready to talk.

Lili pushed the door open with her daughter's name on her lips as she hoped for the best and the name died there because Gwen _was_ ready. She just didn't want to talk to her mother.

"Grandpa?" The Silly Bean asked as she knelt on her bed with her back to the door and the lights all off, all but the ones built into the cellphone that glowed against the side of her face and through her hair. The one Lili remembered leaving in her purse.

Gwen must have waited all night for her to fall asleep just so she could swipe it.

Lili knew she should be furious, but she just ached an old ache as she listened. "Grandpa, I need your help." Gwen calling Max wasn't a surprise. No, the only surprise was that she didn't sound sad at all.

Her little girl just sounded determined.

 

 

**Notes for the Chapter:**

> Following Erico's example, I've decided to share what songs I was listening to when I was writing. The theme for this one was John Meyer's 'Daughters.'
> 
> Also, Erico released the full story of Max's first encounter with aliens last week and I hope that you all enjoyed it as much as I did. If you did, please leave a review. I know that he would appreciate them just as much as I do. For anyone that missed it, you can read it [here](https://archiveofourown.org/works/19204681).


	8. Fathers and Sons

**Chapter Eight: Fathers and Sons**

_Northbound on the El Camino Real_

_Bellwood, California_

_January 9th, 1999_

_9:40 pm_

Ben watched the night inch by on the other side of the window and tried really, really hard not to wish that he was wearing someone else's skin right now.

He knew this road. Not just because he'd been getting rides back and forth over it for as long as he could remember, but because it was close enough to home that he'd stared at it through all of his alien bodies. He knew what the pavement felt like under XLR8's skids, how the black tar kept glowing in infrared even hours after the sun set thanks to Wildmutt's 'eyes,' or how it stank with thousands of scents through Benwolf's nose. Not just the stink of gas and rubber, but the smells that of the people and the stuff they carried and all the animals that crossed over it. He even knew what it was like to sit on a branch so he could watch the traffic and just think with Grey Matter's brain.

And once, in the very darkest part of the night, he'd come out here as Four Arms and…

He's been so _bored_ that night and he knew that sleep so wasn't going to happen, so he got up and snuck out through his window for like the hundredth time. Twenty minutes later Four Arms found out what it was like to jump across all four lanes in one bound.

And spoilers, it was _awesome._

Awesome right up until the car he didn't notice stopped in a squeal of brakes and horns. Awesome until he got a call from the dweeb the next day as the news went on and on about a Bigfoot sighting and he had to try and convince her that it wasn't him even though he was just dying to brag.

Who was he kidding? It was still awesome. And he knew that the dweeb was just jealous. It was so obvious the whole time she whisper-yelled at him over the phone because her mom was _right there_ that she was.

Just like he knew that if she'd been there she would have cheered before she yelled at him.

He wished she was here right now, because the Omnitrix was all hard angles and cold alien metal under his fingers and the road was _right there._ The road and the whole world beyond it were open to all the aliens he could be right now.

Open to anyone but him.

 _He_ was stuck watching everything inch by through the window. _He_ was stuck in his dad's pickup truck. _He_ was stuck listening to his dad instead of doing something so _awesome._

Being Ben sucked.

" - went to a few conventions when I was a teenager, but they weren't anything like that," his dad said like the convention was the best thing ever.

Please, the fact that Ben hadn't used the watch _yet_ was way more amazing. "Bet that would impress her," Ben grumbled into the window he was slumped against.

Not that his dad heard. He was too busy talking and trying way too hard to act like the last few days never happened to take a _breath,_ much less listen. "Did you see some of those costumes? It must have taken them forever to get them right. And the stuff they had for sale… Your - Sandra is going to kill me when we get home, but my boy only turns eleven once, right, Sport?"

"Just once," Ben said, already ducking because he knew his dad and he knew that the hand was coming. Dad's pickup was huge, but it was never big enough for him to get away before the man could ruffle his hair. Ben shoved it away anyway so he could make the hair back into the mess he liked. Or he tried, anyway, before he just gave up and went back to staring at the world on the other side of the glass. Not that he could see any of it in the dark, but he'd rather look at the nothing than anything in here with him, "and it's taking forever."

"Listen to you," his dad laughed and it sounded so phony that Ben had to wonder if either of them bought it. "You've still got another seventy-three minutes before you turn eleven, Mr. Tough Guy, and twelve more months before you can start practicing at being a teenager."

It was the fake laugh that made him growl, and the world inching by that made him mutter, "Like mom always says; it's never too early to start." Of course, when she said that she was talking about homework, and he proved her wrong every time.

And if his Dad thought that he would forget about everything, then he was just as wrong.

His dad must have heard it in Ben's tone, because the cab went quiet at that. Ben used that to wonder how he'd survive the next few minutes. If his dad would just stop pretending, everything would be fine, but he knew his dad. It was just a matter of time. He bit back the groan but he couldn't help leaning over and banging his temple against the glass. Maybe if he hit his head hard enough he'd black out...

 _You'd break the glass first, Doofus._ A very familiar voice muttered in the back of his head and made him stop for long enough to wonder if she'd been telling the truth when she told him that over the summer.

"I know you had fun when we went through their flea market. I saw the way your eyes lit up when you saw that - "

His temple met the glass with another thunk as he decided. A face full of glass couldn't hurt any more than this. "I'm beat, Dad. Can I just close my eyes until we get home?"

"Oh… Yeah, sure, Buddy," his dad said and Ben didn't pay the least bit of attention to the catch in his voice. None at all. He just enjoyed the quiet for as long as he could. It wasn't long enough, not before his father asked in a soft voice, "You did have fun, right, Ben?"

This time Ben let out the barking laugh that he'd felt building up for days. "Oh, yeah. Loads."

He barely got the words out before the silence he'd been praying for died in an angry squeal as his dad stood on the brakes. Ben's heart hammered in his ears as his hands caught the handle in the door and the seatbelt dug into his shoulder and waist, and then the squeal turned into a hailstorm of pebbles as his dad jerked the wheel and the truck swerved off the road and into the grass.

"Dad, what did you see?!" Ben shouted as he darted his head around. The stink of burned rubber hit his nose and something bitter filled his mouth as his head darted this way and that. He didn't even notice he'd undid his seatbelt until he felt it pull away from him. His heart only slowed down when he heard the Watch beep and felt the dial press into his palm.

The road looked just as empty now as it did when Ben closed his eyes, but his dad must have seen _something_ and whatever it was, he'd be ready.

A part of him hoped for something fun like an alien or a monster, but he'd settle for someone who needed saving. The fun stuff hadn't happened since they got home, but there was always someone who needed a hero. He looked for a wreck, and then for something or someone in the road, but he didn't see a thing.

He didn't even see his dad slam the gear shift into park, but he heard it, and his eyes went to the truck. Going Upgrade or Greymatter right now so he could fix it would be tricky, but it would be way better than _this._

Come on. One warning light. One distraction. One thing that would let him forget all about the last few days, even if it was just for a few minutes. He'd been stuck in his room and stuck as Ben for all of it because his parents wouldn't stop checking on him. It was beyond unfair and the world owed him a chance to go hero.

But there wasn't anything.

"Dad," Ben said as he finally turned to the man. Frustration made him spit the word as he jammed his finger down again. The watch turned itself back off and Ben wished he could do the same thing. "What did you do that for?"

There wasn't a streetlight around, just the moon and that wasn't anywhere near bright enough to see the look on his dad's face, but he could tell that the man was looking at him and the growl in his voice made it clear just how his dad really felt. "Just how long _are_ you planning on stating mad at us, Ben? Another day, a week, a month?"

There weren't any monsters, but he still got to have a fight. It was the same one that they'd been having for days and he didn't even need the Watch for it. Ben crossed his arms for it and spat back, "Get a calendar."

He didn't need to see his father to know he'd landed a good one. The way his dad sucked in a breath and turned away was more than enough. He shifted in his seat and waited for whatever his father would do next. He'd been yelled at, sent to his room and grounded and he didn't care about any of it. Heck, if he was lucky, they would just ground him again. Maybe they'd even cancel his party tomorrow and send him to his room all day. That would suit him just fine.

They could send him, but they couldn't make him stay and he didn't care what the Dweeb said. He was way sneakier than a ninja and no one would even _know._ He couldn't wait to see her face when he crashed her party. He even knew just what alien to use.

It wouldn't be the first time he livened things up with a little _stink._

"So that's how it's going to be," his father growl ended that fun little fantasy. The man shoved his finger in Ben's face and barked, "I don't care if today is your birthday or if we - ! We - !" he started before the words died in his mouth. His mouth moved like he was trying out words as his finger jabbed forward three more times, but he still didn't make any sound. Not that Ben cared, he glared at the end of his father's finger, just waiting for it to touch him or his dad to finish whatever it was he was going to say so he could start yelling back, but it never happened. Instead his dad shoved his hand down and Ben felt his stomach drop when he heard his father's seatbelt click open. "Stay here."

"Yeah, ri - " Ben said as his hand shot over for his door's handle.

" _Stay here!"_ His dad barked out again as he shoved his door open. The pickup shook as he pushed himself out and rocked when he slammed the door shut behind him. Ben yanked on the handle before the truck stopped as he watched his dad stomp away. Not that he watched for long. He'd been in fights like this before and he wasn't going to get stuck in here. He wasn't going to wait for the metal squeal that made his teeth ache as the thing ripped away the door so it could get at them.

Not again.

And Ben yanked on the handle again, but it wouldn't open. And for a second his lungs just wouldn't work as he pulled on the handle again and again until he remembered why.

The child lock. His dad…

His dad must have hit the child lock and he didn't even notice. His dad who barely even yelled and who wasn't cool enough to peel out much less try to rip the door away. Not that it wouldn't have been way cool if he could. "The Iron Dad," he said to himself and he laughed as he tried to make his heart slow down.

It was just his father.

Which only made him jump higher when his dad kicked the back tire. He spun around and watched his dad pace back and forth in the spot between the truck and the road. He could have sworn that his dad was saying something, but he couldn't hear a word. Not over the truck's engine, it was way too loud.

And that was the first time that he'd ever thought _that._

Finally his dad stopped pacing so he could grab the side of the pickup bed with both hands. Just for a second Ben thought that he'd been wrong and he really did have an Iron Dad because it looked like he was trying to push the truck from there, especially when he ducked his head.

If he was, it wasn't working.

But his dad definitely shouted something when he shoved himself back up. Ben was sure he was going to start pacing again when he stormed forward, but he didn't turn back this time. Ben shoved himself back against his door as his dad yanked the driver's side on open and climbed back in.

"Look, Ben," His father said, his voice still raw, as he grabbed the steering wheel with both hands. Then he stopped and took a deep breath and Ben braced himself as his father turned and repeated, "Look, Ben. I know we screwed up."

His parents never hit him. They'd never even come close, but Ben still rocked back like his father just had. He stared at his dad and wished that there was enough light to see the man's face. "What?"

His dad might not be Iron Dad, but he still must be some kind of freak, because he reached up and turned on the cabin light. The man's mouth was still twisted with something that looked a lot like anger, but there was something different in his eyes. Something somewhere between frustrated and tired. "Your mot- Sandra and I - " his father started before he stopped and ran his hand over his face and muttered, "To hell with that damned book," in a voice so soft that Ben didn't even think his dad knew that he'd said anything before he finally went on, "Your mom and I know we screwed this all up. Christmas, today, tomorrow, grounding you. Nothing went the way we thought it would."

"I.. You do?" Ben asked. He'd been so ready for a fight, but not this. He didn't even know that he'd clenched his hands into fists until he let them relax and they ached when he stopped. He wished he could open his door and spit out whatever it was he tasted, but he wouldn't have dared even if he could open the door.

They knew?

"Christmas… It was a nice thing that you and your cousin tried to do for your Grandpa. It was even fun until... " his father shook his head before he slumped back in his seat and sighed. "You'll never understand this, but It's just - your mom and I… We spent so much time worrying that something was going to happen at Christmas, that someone would say the wrong thing and when it finally happened..."

"None of this is Gwen's fault," Ben said as his scowl came back along with his growl. "Don't you _dare_ blame her. I don't care if she calls me a doofus."

"Of course it's not her fault," his father said as he closed his eyes and the springs in his seat squeaked as he leaned his head back, "and I know that you don't care. Your mom knows that, too, but she is your mom and…" his dad smiled. "We've always been so proud of both of you. Nothing ever changed that, nothing ever will, but it gets to be a bit much when your aunt and uncle kept going on and on about school and how much better Gwen is doing. I know that they only want what's best, but it gets so old. I know we do it, too," his dad said before Ben could, "and we shouldn't. And if it gets old for us, we can't imagine how you must feel. We shouldn't have let it bother us, but when we hear Gwen call you that..."

"It doesn't…" Ben started to say as he squirmed in his seat and looked down at the floor because even he knew that was a lie. He kicked his foot against his seat. "I mean, I hate hearing how she's smarter than me, too, but that isn't… Gwen doesn't… That's not what she means when she..."

She did, Ben knew that. She did before the summer and she kept meaning it for a long time after that, but she didn't anymore. He didn't know when it changed, but he was sure it had even if he didn't know why.

"I know _that,_ " his dad said with a chuckle before he nailed it exactly, "I can hear it in Gwen's voice now, and so does your mom, but she is your mom."

"I don't need her - " Ben said as he tried to glare because that was better than squirming.

And his dad just laughed. "She's your mom, Buddy. She's always going to look out for you, and so am I. That's never going to change."

Ben stared at the floor. He still wanted to be angry instead of whatever this was, but he couldn't. Almost. Finally he poked at the last spark, "And our parties?" He asked and waited for the excuses, about how it was for the best and he just didn't _understand_.

Instead he got a shrug. "I saw an ad for the convention and we thought that you'd have fun . Your mom moved your party to tomorrow because your friends were free and it gave us an excuse not to go to your aunt and uncle's. We didn't…" his father let out a little snort of a laugh as he turned his head. "Since when do you want to go to your cousin's parties?"

"I don't care about her _parties_ ," Ben said because that was just stupid. "They're boring snob fests."

And they were, with gift bags and little sandwiches and kids who dressed like they were going to church instead of going to have fun. Sometimes he thought he was the only normal kid that the dweeb even knew, and then he went to her parties and he was sure. Even the games were lame, but they were still way better than some of the events his mom dragged him to. If he could go to a ballet and only die twice from boredom, he could have survived one of Gwen's parties.

He could handle the napfests, but not the way the dweeb acted at them. How she wandered around like she was going through a checklist in her head instead of even thinking about having fun. Not that her acting like that was anything new, but she did it with the fake smile that should have stayed on his aunt's face. The other kids were supposed to be her friends and she only had fake smiles and laughs and some of them looked at her like they didn't even know who she was even though he saw them there every year. He didn't get it at all, but he knew how to fix it. "Someone has to bring the fun."

"I've seen your version of fun, Ben," his father snorted at that. "One day you have got to tell me how you snuck the stink bomb by us when you were eight. Your mom and I searched everything before we went over."

"I told you, it wasn't me," Ben lied and he somehow managed to keep a straight face. They'd checked everything, but they should have checked his shoes again after they handed them to him because he'd already palmed the little glass capsule before that. It was way too easy to slip it into his shoe as he put it on and then pocket it again when he got to Gwen's house. It could have gone so wrong, but it was so worth it. Man, he'd waited until almost everyone went home before he dropped the bomb and Gwen still freaked. Her face went so red and she shook and everything as she chased him out of her house and around the yard.

She was so mad, but it was still better than that fake smile. And he could have sworn that he saw her grin at least a little while she chased after him.

"That's why you want to go? To prank her?"

"Duh," Ben said, but it wasn't. It should have been. He squirmed again as he tried to figure out why until he finally said the only thing that made sense. "And I got her a present already anyway, so..." He should have given it to her at Christmas, but it just seemed to sweet to make her wait after she pulled that whole prank about getting him something, or it was until he couldn't go alien or use the phone.

Or go and keep that fake smile off of her face. "And someone has to make sure that she has fun."

"And that's you now? Huh," his father said and he shook his head when Ben shrugged. "That must have been some trip your Grandpa took you on."

Ben cupped the Omnitrix in his hand and he couldn't think of anything to say but, "Yeah."

"Do you think he could take your mom and your aunt on one?"

"Dad!" Ben shouted, the word bursting out of him as his eyes went wide with horror. "Why would you _do_ that to Grandpa?"

His father burst out laughing as he reached up and turned the cabin light off. "Don't tell your mom that I said that."

"I'm so telling!" Ben said with an evil glee.

"So much for the man code,'" his dad sighed to the sky as he put the truck back in gear.

Ben heard the engine rumble at that. It always felt like the truck was just waiting for his dad to let it off the leash and he knew it would roar the second his dad's foot got anywhere near the gas pedal. If Ben was driving he knew that the whole world would know where he'd been because of all the rubber he'd leave behind, but his dad never gave in and Ben didn't know how. He knew how to fix that, though. "Gun it."

His father sighed. "Ben…"

"Do it and I won't tell."

His father didn't say anything, but the engine answered for him. It roared to life and Ben cheered as the truck burst forward in an explosion of gravel. His father laughed with him and then he ruined it all by asking. "Did you have fun today?"

Ben leaned back and banged his head against the seat. "I guess," he said, even if he really hadn't. He should have. He'd been mad all day, but that never stopped him from having fun before. Maybe he could have, but, "I just wish that you could have gotten another ticket."

"Oh," his father sighed. "Well, I'm sure that your Grandpa would have enjoyed it, too."

"Eh," Ben shrugged as his eyes drifted back to world outside of the passenger window. "He'd have fun because we were, but Grandpa wouldn't care about the convention."

"Then - ?" his father started to ask, but he didn't finish. Ben could have sworn he felt his dad staring at him after that, but when he turned around his father's eyes were on the windshield. "I'll tell you what. I'll talk to your mom when we get home. I'm not promising anything, but maybe we can work something out about tomorrow."

"Really?" Ben asked as he held his breath.

"Really."

Ben could have danced. "Sweet! I've got to give her her present." He'd spent weeks working on it and he had to see her face when she opened it. Anything else just wouldn't be the same.

"You never did say what you got her."

"Just some book," Ben said as easily as anything. "I didn't even understand the title, but she's been going on and on about it. She's going to freak when she sees it." She was going to freak so hard and he couldn't wait.

"Ben," his father said and the next words sounded like they hurt when he said them, "your aunt and uncle weren't wrong about everything. I wish that you'd stop pretending that you're... Your mom and I both know that you - "

And Ben felt his eyes glaze over. He wasn't mad anymore, and it felt weird that he wasn't, but he really didn't need to hear that he wasn't living up to his _potential._ Like he didn't know that already. Like it wasn't obvious every time he glanced at his wrist. Still, they weren't far from home, so he just grunted every now and then and his dad was happy.

They turned down their road and Ben's eyes went to their front yard like they always did. A part of him had been hoping that Grandpa had figured something out, that he'd save the day today like he had so many times before, but the only thing he saw were his mom's rose bushes and the big tree there. The sound of the garage door going up hid his sigh. "Why don't you go show your mom your haul while I get her present, Buddy?"

Ben just nodded as he grabbed up the plastic bag that had been sitting at his feet this whole time. There was some cool stuff in there, but the best bit was safe in his pocket and it would stay there until he could get it up to his room. The chill made him hurry through the garage, and his impatience made him call out, "Mom?" as soon as he got through the door.

And his danger sense made him stop dead in his tracks.

Not because his mom didn't hear him - not even the American judges gave that shout more than a three out of ten and the Russians didn't even show up - but because the house was so quiet. His mom always had some kind of music playing, but there wasn't any now. He didn't even hear the TV. And it wasn't like she'd gone to bed, not with all the lights on. Not after all the times she'd yelled for him leaving the lights on in his bedroom even though he'd be right back.

Ben reached for the Watch as his heart raced, but he didn't use it, not yet. Not until he knew what he was facing. But he wasn't worried, there wasn't anything that he couldn't face.

He was a superhero, and this was just part of the job.

So he crept down the hall as he listened as hard as he could, and when he heard his mom's voice drifting in from the living room he followed it without thinking. Slowly at first, but he hurried as he got closer because he knew that something was wrong just from the sound of her voice. He stopped right at the end of the hall and took a deep breath to get ready, and then he peeked around the corner.

He thought he was ready for anything, that there wasn't anything that he couldn't fix with his watch. He was wrong.

He wasn't ready to see his mom crying.

She was on the couch with her back against the arm and her face buried in her knees of her jeans. If she looked up at all, she would have seen him, but she didn't. He couldn't see her face, but he saw her shoulders shake and heard her voice break as she said, "- never gone this wrong before, Eric. God, it seems so stupid now, but we were sure that a bit more time would help. It's not like they have any fun anyway, but Ben got so mad and then we did and it all just…"

Ben had been punched before, punched so hard that it hurt too much even to scream, but the sob his mom let out at that was a million times worse.

The worst part was that he didn't know what to do. He looked down at the Watch and saw the dark hourglass as it waited for him to activate it and be the hero, but he couldn't think of any aliens that would help right now.

And then his mom kept going and he couldn't even think. "And I just keep thinking, what if Natalie's been right all along? It's been years and it should be easy by now, but the books don't help and I don't know how to do this and Ben deserves someone…"

Ben just stood there with his hand cupping the watch that wouldn't help as each word rocked him back. He wanted to call out to her, to say something that would fix this. To let her know… He'd been mad, but he wasn't _this_ mad, but he didn't know what to say. If he was Grandpa..

Grandpa Max would know how to fix this. Grandpa Max could fix anything, but he wasn't his Grandpa. He was just Ben.

And he didn't know anything. Not about this.

"He isn't… God, Eric, we got into another fight this morning and I didn't know.… I just got mad and I told him - " she choked back a sob. "I told him he was being a disgrace to his father and God and how dare he..." she whimpered and started to rock on the couch and Ben just stared. He remembered her saying it. He remembered laughing because he'd been threatened at the Major League level and that wasn't even tee-ball. It was so stupid that even she'd gone white after - not that he blamed her - and then dad walked in with that fake smile of his and for the first time the convention looked a lot better. He didn't…

He thought she'd just been embarrassed, not this. He stood there and listened to his mom's voice break as she said, "I'm as bad as _Father_."

Ben watched the phone slip out of his mom's hand at that before she curled up and cried into her arms and he didn't know what to do.

Uncle Eric visited every now and then, but he was the only one in Mom's family that ever did and Ben never even thought about it. It wasn't like he cared, he already had the world's best Grandpa and he knew he wasn't going to do any better, but if his grandmother made his mom cry like this…

Then he never wanted to see them.

But that didn't fix anything.

Ben almost jumped when he felt a hand grab his shoulder. He looked up and he could have cheered when he saw his dad, but the man held a finger up to his lips and nodded back up the hall. Ben nodded with relief and turned as his dad went into the room. The stairs and his bedroom were _right there._ It would be so easy to go up and close the door and pretend that all of this never happened.

Something made him stay, something made him turn back.

His dad was no Grandpa, but he was pretty good at fixing things anyway, and Ben waited for him to fix this. He wanted to hear the words that would make this better and he leaned in as his dad walked across the room because he knew…

But his dad didn't say a _word._ He didn't even _try._ He just sat down next to his mom and reached out for her hand. She jumped at the touch and stared at him with wet, bloodshot eyes.

And then she moved faster than XLR8 even dreamed as she launched herself at his dad, as she hugged him close and buried her face into his shoulder and sobbed as he rubbed her back. And his dad still didn't say anything, until she finally stopped. "You're nothing like them, Sandy Bear," he heard his dad's voice and wondered how he managed to sound gentle and fierce all at the same time. The sounds of his mom crying faded, but she didn't let go. Not even when his dad leaned over and picked up the phone. "I've got her now, Eric. Yeah, it's been that kind of week. Or weeks. We're trying. Give our best to Josh."

And then his dad hung up and put the phone down and neither of them said another word. They just held each other and Ben didn't get it _at all._

His dad didn't even _try_ to fix things and it still worked.

Aliens were so much easier to understand than any of this. The thought was so true and it still didn't help the guilty knot he felt in his stomach. It was the guilt that finally made him turn away. Finally made him start walking up the hall and passed the painting of cherry blossoms that his dad had bought just because he thought that mom would like it.

Ben just snorted at the idea then and he felt like scum because of it now, especially when his mom gasped out, "You're home! Ben! Please tell me he didn't - !"

"No, he's still getting his stuff out of the truck," he heard his dad say just a bit louder than he had to and Ben knew that his dad knew that he'd stayed. "You know him, he'll probably coming running in any second."

Ben nodded. He could do that. He made his hand relax around the bag he'd forgotten he was holding and counted to ten before he turned. Somehow he managed a smile on his face as he burst into the living room like he always did. "Mom! Mom! You've got to see all the stuff I conned dad into buying for me!"

And when he saw his mom he never would have guessed anything was wrong if it wasn't for her bloodshot eyes and the tissues he saw in her hands. Tissues she shoved into the couch cushion as she somehow grinned when she saw him. Then she must have realized what he said, because that smile disappeared in the look she shot his dad. "Carl! We're not supposed to spoil him! All the books say - "

And his dad just snorted as he pulled her closer. "Please. He's my boy and he just turned eleven. He's getting spoiled."

"But…" his mom said, her eyes still lost as she looked at the both of them. Then she finally sighed and started to smile. "I guess it is his birthday. So, what did you get, Ben?" Her smile turned into a full grin as Ben emptied the bag on the floor. Action figures and comics spilled out everywhere and his mom made all the right noises.

"That's all good, but this is what made the day great," he said as he reached into his pocket and pulled out the gold Sumo Slammers card. The one he'd gotten so close to so many times and now one was finally his. He hadn't even taken it out of its protective sleeve. He never would either. This was going right into the box under his bed with all his best stuff. Once he was done showing it off, anyway. "The guys are going to be so jealous tomorrow."

He heard his mom sniff again, and his hand froze on the card as he dared a look up. His mom clutched at his dad's hand and he could see her trying so hard not to cry. "So you had fun?"

Ben saw his dad looking at him, but this time he grinned as he said, "Yeah, loads!"

"Good," his mom said and she leaned down so she could press a kiss into his hair and he let her. "You know…" Her voice broke after the first two words, but she kept going anyway. "You know… I hope you know that we're sorry about - about _everything_."

And Ben looked down as the knot of guilt got bigger in his stomach. "I know. Dad and I…"

He felt his dad's hand in his hair again. "I told you, my boy's eleven now. We talked it out, man to man. Right, Ben?"

"Yeah."

"I… I was thinking that I could drive you down to Gwen's after your party tomorrow," his mom said with a touch of a smile. "I know you want to give her her present."

And Ben felt his smile freeze. He didn't know what was worse, trying to give Gwen her present with their moms watching or having their moms in the same room again, even if it was just for five minutes. "I thought I'd ask Grandpa if he could," Ben said, and it was almost true. He'd thought about asking Grandpa. He wasn't going to do it, but he'd had the thought. He'd just had better ones, too. If he wasn't going to be grounded tomorrow…

Well, he was sure he'd find _some_ way over to the Dweeb's tonight. He didn't think anyone would be checking on him after this. And he didn't know why thinking that made him feel so guilty now.

"Oh," his mom said, and the hurt in her tone didn't make him feel any better.

"Mom…" Ben started.

But his dad beat him to it. "Maybe it's for the best. We can give Frank and Natalie a little more time to cool off."

"Maybe," His mom nodded, but her eyes went over to the bag that had been sitting by the couch since Christmas. It was full of everything that Gwen's family had left at Christmas with a new present on top. One way too small to be anything good, but his mom's eyes went to it like it was something amazing, "but I wanted to give Gwen her present and tell her how sorry we are." Her voice faded with those last words.

"Maybe…" Ben started, and he couldn't believe that he was going to say this, but he was, "Maybe we could all go early tomorrow. The Rust Bucket has plenty of room and the guys don't care about decorations."

"The Rust Bucket," his mom laughed. "Lili would just love that. You know how her neighbors act when Max - Max!" his mom said suddenly and she jumped a little as she fumbled for the phone. "Your Grandpa called before and he wanted you to call him back as soon as you got home, Ben! I can't believe that I forgot!"

Ben grabbed the phone out of her hand and dialed it in less time than it took for her to explain. "Grandpa!"

" _There you are, Ben!"_ his Grandpa said, just loud enough that Ben had to pull his phone away from his ear. Old people. " _I was wondering when you were going to get back!"_

"We've been back for a few minutes. It took me this long to get my haul back in the house."

" _You're going to have to show me everything, Ben. I can't wait to see what you got. It sounds like you had a good day."_

"It was okay," Ben said with a shrug and he pretended he didn't see his dad act like he'd just been shot through the heart before he slumped back into the couch.

" _Good,"_ his Grandpa paused at that, and when he spoke again, there was concern in his voice. " _Things really went okay? I know that these last few weeks have been rough."_

"Yeah. Dad and I worked things out. Man to man." He liked saying that. He'd have to keep saying it until someone yelled at him. He wondered just how long that would take.

" _I can't tell you how happy I am to hear that, Ben,"_ his Grandpa said again, this time in relief. " _I know that they screwed up, but they were trying their best."_

"I know," Ben said, and he felt horrible as he glanced at his parents. "And I guess I could have... I didn't help."

" _Maybe not,"_ Grandpa allowed, " _but you figured that out all on your own and I'm proud of you. You'll do better next time."_

"Yeah."

" _I just wanted to wish you a happy birthday, even if it is a few minutes early,"_ Grandpa said, and then his voice changed again, like he wanted to laugh, " _but I won't keep you up. I know you have a big day tomorrow. You should get right to bed, you hear me?"_

"Grandpa, it's only ten! I can stay up a lot later - "

" _Right to bed, Ben! Promise me."_

"But… I wanted to know if you could…!"

" _You can ask me tomorrow, Ben. It's time for you to go to bed."_

"Fine," Ben said as he rolled his eyes. "I'll talk to you tomorrow, Grandpa."

" _Good,"_ and Grandpa definitely sounded like he was trying not to laugh now. Evil old man. " _Is your dad there? I need to talk to him."_

"Yeah, bye Grandpa," Ben said with a sigh as he passed the phone over as he grumbled to his mom. "Grandpa's sending me to bed," and hoped for the best. Or at least some sympathy.

Neither happened. His mom just covered a giggle and pointed at the stairs. "Well, he is usually right. So get!"

"So unfair," Ben grumbled as he shoved everything back into his bag and stood up so he could lurch his way to the stairs. And he kept grumbling the whole while, even as he half-listened to the conversation behind him.

"I know I have to talk to Frank, Dad, but… He apologized? But… No, he wasn't right. I know you weren't home much, but still… I know. I know. I'd love to, but I can't… Not for a whole… You want to take us to a game? Yeah, I'd really like that, Dad. Don't worry, I'll make the time. Okay. Okay, I'll call him. What? Why would I - ?" his father started to ask as Ben tuned him out. At least his dad got to suffer, too. That made things a little better. And then it made things a lot better as he realized...

If his dad was on the phone with Grandpa, then he wouldn't be checking in on him. Even if it was just for ten minutes….

He could do a lot in ten minutes and it was still their birthday.

Ben raced at that. He hit the light and slid most of the way from the door to the bed on his knees. Bending over would have taken time that he didn't have. It took too long to find the present he had wrapped last week. If it wasn't so important he never would have put it under there, but that was the only place he was sure his parents wouldn't look. It was hard enough getting everything done without them seeing him, he wasn't going to risk them getting curious now.

It took too long, but he found her gift and tucked it under his arm like a football as he reached for the Watch. He was only a few steps from the window and a few twists away from being a hero and he was so thrilled that his face _hurt_. The best part was that he still had plenty of time.

And he would have been gone a second later if he wasn't stopped by two knocks on his window. He looked up feeling somewhere between shocked and thrilled. After all of this, he was sure that there was something freaky this time

And he was right. He felt his jaw drop when he saw someone silhouetted in the moonlight there. It took a minute before he could make himself move, but when he could he ran right through a pile of stuff that was in his way. A shirt tried to its best to trip him as it tangled around his foot, but its best wasn't good enough. He kicked it away even as he shoved the window open. He stared for a second before he let out a shocked and amazed, "What?"

"It took you long enough, Doofus," Gwen said with a grin from the other side.

Ben didn't even _try_ to hide his surprise laugh. She could tease him all she wanted if she could pull _this_ off. She leaned against the windowsill as he did, her eyes glowing and it wasn't from a magic disk at her feet. Her hands were empty and he didn't see anything at her feet except for the shingles she was standing on.

That was when he knew that she'd been punking him about that the big mystery 'present' and he didn't care.

He should have, but he so didn't. She'd somehow snuck over to his house and he couldn't figure out _how._ She wasn't in her costume, not unless this was an anniversary issue and her jeans and the light blue hoodie that she was wearing and had pulled up over her hair was her new one, but that didn't matter. She could have been wearing a muumuu right now and it wouldn't change anything. She was here and that only meant one thing, the one thing even better than presents.

"Finally!" Ben almost whooped the word out as he tossed her present onto his bed. She could admit how awesome he was later. There was bad guy butt that needed kicking. "Hero time!"

His hand went for the Watch. Right now he didn't even care what alien he got. He could work with any of them. He'd made the move hundreds of times. It was a reflex now.

Hers were better.

He didn't have a clue how she managed to catch his right hand in hers before he could start the Watch, but he didn't need clues to glare. He just wished that she'd either let go or stop grinning and she wouldn't do either. "Sorry. No bad guys today, Ben, but there is something way cooler."

"What could be cooler than smacking down bad guys?" He didn't even try to hide the disbelief in his voice as his glare shifted from her eyes down to her hand. "And how did you do that?"

Somehow her grin got even bigger when he said that. "Go back downstairs and you'll find out."

"Fine," he said and he rolled his eyes. She glanced at the Watch and gave him a look. "And I won't use the Watch." The look did not go away. "I _promise,"_ he said and he couldn't believe that he had to.

She finally let him go at that. She let go and spun around as she dashed across the eight feet of shingles from his window to the end of the roof. His shout-whisper followed after her. "How did you move that fast?"

"Go down the stairs, Doofus!" Gwen caught herself right before she jumped and looked over her shoulder at him with a grin so wide that he could see her teeth in the moonlight. "And I want my present!"

He stuck his tongue out at her for that before he teased, "What present?"

Her jaw dropped and her gasp filled the night. Then she crossed her arms and turned away with a, "Fine, be that way!" His hand drifted for the watch as she pouted and he smirked because he didn't buy it at all. It might not be Hero time, but he always had time to make her chase him and her present was the perfect lure. All he was waiting for was for her to spin around and get the game started, but she didn't so it. She looked over her shoulder and smirked at him again as she said, "I left your present at the front door and I can always take it back. Race you!" and with that she jumped off of the edge of the roof. There was a flash of blue light that came and went as fast as lightning, but her evil grin stayed with him.

And then she was off.

Ben felt his heart hammer again even as he slammed his window shut so she couldn't sneak up behind him. He didn't think that she'd actually take it back. She was a total dweeb and as sneaky as any of the bad guys in the movies, but he knew her and _that's_ why he ran. He knew that all her big talk about an amazing present was just her way of punking him. It was even a funny one.

Gwen funny, anyway.

But he was going to catch her out now. And he'd get to spend the next _year_ rubbing it in her face that she didn't get him anything and that was way better than any present.

Especially when she saw what he got her. He scooped up her present and ran like he just heard that there was a pop quiz on fractions.

It should have been easy. His backyard was a maze of planters and rose bushes and bird feeders and baths of all kinds because of his mom. There was even a fountain that she swore helped her relax when she had the window open even though it just made him have to go and he'd tripped on half of it when he snuck out even though he _lived_ there. The dweeb had to get through all of that _and_ the fence that wrapped around against the side of his house while he just had to get down some stairs, but he knew her. She could make it. She could do it even without magic. Heck, he could get over the fence as him without any trouble and she had her freaky fancy moves.

Which was what made this _fun._

So he kept running as he burst out of his bedroom door and hit the stairs. He usually took the steps two at a time. This time he took them at three in something that was a mix of a run and a hop and a fall he was just barely in control of and he didn't care.

He was so going to win.

And then he heard something that made him stop dead halfway down the stairs. Stopped him so fast that his feet almost outran the rest of him as he grabbed the banister with both hands so that he didn't fall.

"Never mind, Carl, I see him."

Ben's eyes shot up the second he heard that voice rumble up at him. It always had a laugh in it, even when things got bad, but that was all he heard now. He saw the man there, framed by the open door and Ben's parents. He had a cellphone in his hand as he looked past Ben's parents and up the hall. The grin was in his eyes, too, as they met Ben's.

"Grandpa?" Ben asked, his own voice somewhere between surprised and sure that this was a trick, and then he didn't care. "Grandpa!"

If he wasn't already most of the way down the stairs he would have taken them four at a time on his way down. He saw his parents spin around, his dad sighed while he watched his mom's hand go to her mouth. They both had portable phones in their hands but not anywhere near their ears and Ben didn't even have to guess who they'd been talking to. Not that it would have mattered if Grandpa was still at the R.V. park. Heck, the man could have been sound asleep there and Ben was still sure that he would have heard his mom yell, "Benjamin! What did we tell you about running on the stairs!?" just fine.

"Don't get caught?" Ben blinked and shrugged and kept running as he hit the hall. He saw his mother sigh and his dad fight a grin and then he was forcing his way between them and looking up. He stopped just short of the hug he was way too old to give anyone, but that didn't mean he couldn't ask questions. "WhatareyoudoinghereGrandpa? Ididn'tthinkI'dseeyouuntilMonday!"

"I don't know," Grandpa said instead of answering anything as he made a show of closing his cell phone and slipping it back in his pocket. Then his hand went to his chin as he made a show of looking Ben up and down with a look so serious that he'd only seen it when they were chasing ancient swords or alien warlords. Ben didn't have a clue what the man was looking for and he didn't care. Grandpa was here! But he still sucked in a breath anyway when his Grandpa shook his head. "You don't look quite eleven to me. Not yet. I think that you have a few more minutes to go, Sport, and we were wondering if you wanted to take a ride to celebrate it when you are?"

It took a second for it to sink in that it was a joke, and the second it did there wasn't anything in the universe that could have stopped him. Not his parents or even dignity. He spun around on his heel and begged his parents. "Can I? Pleasepleaseplease?"

His mother tapped her chin before she nodded. "I suppose that we can let you stay up a little bit later today," then she grinned and snuck a kiss on his forehead. "Happy Birthday, Ben."

"You knew!" he shouted as he wiped his forehead with the sleeve of his jacket. He'd been so sure that this birthday was going to be the worst. He could get Grandpa and Gwen setting all of this up, but if his parents were in on it…

If they'd put him through all of this and they _knew…_

His mom either heard the accusation in his voice or saw it in his face, because she held up both of her hands as she took a step back. "I didn't even know Max was here until he knocked."

He felt his anger sputter at that. He wanted to believe her. It wasn't like his mom could lie, but… "Dad?"

Not that his dad was paying any attention. His father cocked his head and looked right over Ben's head as he asked, "'We?' You said..."

Ben spun around, so he got to see Grandpa's smile fade just a little. "I know that this is a surprise, Carl, and that he has a big day planned for tomorrow, but I thought… It's just for an hour. Hour and a half max."

Ben spun back so he could give his dad the glare he deserved, but he didn't get a chance. He saw his dad wave his hand before he could even start. "I'm not Frank, Dad. Of course you can take him, I just wondered… You said we?" he asked again as he craned his head a little more.

Ben turned back so he could see what his dad was looking at, and for a second he didn't see anything but Grandpa. Then he looked past the man and the Rust Bucket waiting in the street behind the man. He'd been in such a rush he'd missed the huge thing completely, but now that he saw it he could hear the rumble that it's engine made as it waited for them to come back.

He missed that sound so, so much.

The Rust Bucket was _right there_ and he just had to…

Had to…

He looked at his dad and then back at the Rustbucket. Grandpa parked it in the one spot on the street where his parents couldn't miss it and right where there wasn't any way for someone to sneak back to it without his parents noticing them.

Not even a dweeb who thought she was a ninja sorceress.

"Ah," Grandpa said as he glanced off to his side and the little spot between the door and the front window. It was a spot that Ben knew all about because that's where he stood to check what was going on when his parents had company before he barged in. It was the only safe spot in the whole front yard and Ben didn't even try to hide his smirk when he saw Grandpa's face twist into his 'there's no use in hiding. I already know and I know what's best' look. Usually he hated that look, but not right now.

He leaned forward because this was going to be epic!

He heard Gwen sigh before he saw her, and he knew that his smirk was the first thing that she saw just from the glare that she gave him as she stepped into the light next to Grandpa. The glare only lasted a heartbeat before she her eyes darted up from his face to over his head. Then he watched her eyes get big as she worried at her hands before she did something with them that was too quick for a wave. "Hi Uncle Carl, Aunt Sandra," she said as she tried to smile, but her emerald eyes kept darting back down to Ben's even as she pulled the hood of her hoodie down.

Ben wanted to tell her it was all right, that his dad and him had settled things man to man and he only turned to make sure that it was still true. His dad just stood there and looked stunned and he saw Gwen's gaze follow him from the corner of his eye.

It wasn't often that they both screwed up. They should have kept their eyes on his mom.

"Gwen! Honey!" the woman gasped out, and that was the only warning that they got. Ben jumped forward even as his dad reached out to grab him and pull him out of the way. it didn't matter. His mom might not be a hero, but she had moves of her own. Moves or powers because she somehow slipped around Ben without ever touching him as she leapt forward.

Gwen barely had a chance to squeak before she was bowled over in a hug that even sent Grandpa scrambling backwards. There was a flood of 'I'm so sorry's and sniffles and then they were both moving as his mom took her by the hand and pulled her back into the house.

He barely got a glimpse of Gwen's face as she rushed by. Just enough to see the worry and confusion and happiness and fear all mix together in a look that was the mud of expressions.

The three men - and Ben was a man now, his dad said so - stared at each other. They stared until Grandpa broke the moment with a rumble of a laugh. Ben just shook his head as he watched Gwen run as she tried to keep up with his mom, who was still apologizing even as she tugged the dweeb around the chairs and tables to the couch. "Girls."

"You understand them just as much as I do, Sport," his Dad said as he ruffled Ben's hair, but Ben didn't miss the grin on the man's face even as he shrugged. "We'll let you have her back in a minute, Dad," he said as he followed the two into the house.

Ben watched them as his dad hurried over and his mom settled Gwen on the couch before she hurried off for the bag of presents, old and new. His dad made it over just as his mom dropped the bag at Gwen's feet and the two settled in on either side of the dweeb as she reached for the wrapped box that was waiting on top for her.

It didn't make any _sense._ The box was _tiny_ but Gwen's eyes lit up anyway when she saw it. "How cool could it be? That box'll barely hold some dice," he grumbled as he squeezed the much bigger and way cooler box in his hands tight. She didn't squeal like that when she saw her present at Christmas… "Not fair," he muttered.

"I've told you before, Ben. It's the thought," Grandpa said and his smile was almost as big as the dweebs.

Ben could have kicked the man. He put a lot of thought into… And then he did some more and he scowled up at Grandpa's face. "You set her up." It should have been an accusation. It wasn't.

Grandpa should have looked guilty. He didn't. If anything his smile got bigger. Ben heard wrapping paper tear, but he didn't look over. He just shuffled his present from one hand to another as he watched his Grandpa and waited. Finally his Grandpa met his eyes and said, "It's what Grandpas do, Ben."

Ben just snorted because he knew that. He just didn't know what to do _now._ He knew all the stuff he didn't _want_ to do. That was easy. He didn't want anything to do with what was happening on the couch, and he _so_ wasn't going to stand here and watch Grandpa grin as he did. He couldn't even look down because of the stupid present he was carrying, which just left him glaring at an old R.V.

Then there was another happy squeal and Ben glared harder as he muttered. "How long is she going to milk this?"

If he wasn't glaring so hard he never would have noticed it. If Gwen had made it back to the Rust Bucket like she'd planned he wouldn't have cared. Not with Grandpa here. Not when Grandpa was giving him all of his attention because it was his _birthday_ instead of…

But he was, so he did. The Rust Bucket was parked facing the wrong way.

He'd only gotten off the phone with his Grandpa a few minutes ago, and even if the man went turbo the second Ben passed the phone to his dad he still didn't have enough time. Not to get here and not to turn around. That took _forever_ in the Rustbucket and it wasn't like Grandpa could have come a different way. The road he lived on went on for a while, but it was a dead end. The only way the R.V. could be facing back to the main road was… He turned and punched his Grandpa on the arm. "You were right around the corner the _whole time?_!"

Grandpa jumped a little - and Ben was sure that it was more because of his tone than the punch - and he could have sworn that the man's eyes twinkled when his eyes met Ben's. "We wanted to surprise you. From the looks of things, we got you pretty good."

He should be mad. Ben knew he should, he always was when someone played a joke on him. He settled for kicking at the ground as he sulked. "You're an evil man, Grandpa. Letting me think I wouldn't see you on my birthday," he said, and he swallowed hard as he said it.

"That was never going to happen, Ben," Grandpa said as he clasped his hand on Ben's shoulder. "I haven't missed any yet, have I?"

He knew his Grandpa meant those words and they should have made the knot in his stomach go away, but they didn't. He heard a high pitched squeal come from the living room and his eyes flickered over to the couch. Gwen had wrapping paper at her feet and her hands at her right ear and he didn't even want to know. He'd meant it when he told her that he didn't want to make Grandpa choose just like he'd meant it when he told Grandpa that he should go to Gwen's because it wasn't her fault that things went wrong.

It was what a hero did.

He tried to swallow the lump he felt because, as much as he meant all of that, there was a part of him that knew that Grandpa would go to her party anyway.

He knew who the favorite was.

Everyone's favorite. He heard his mom laugh at something the dweeb said and he squeezed the box in his hands even harder. The whole thing was stupid. Who was he trying to -

"I know you thought it was a choice, Ben," Grandpa said and his voice rumbled like an avalanche in Ben's ears as he said it. Ben's head shot up and he stared at his Grandpa because that was just freaky. Plumber freaky, "but it wasn't."

"Can you…" Ben started to ask even as his mind raced. This explained so much! His Grandpa was psychic. This was great! This was horrible! "Get out of my head, Grandpa!" What did they do in the movies?! Mary had a little lamb, it's fleece was as white as -

Grandpa just shook his head. "You don't need a crystal ball to see the obvious, Ben. And considering you've been standing there looking at everything but your cousin ever since your mom pulled her over there, well, even an old man like me could figure out what you were thinking. It was a good thing you did, telling me to go to her party instead. I'm proud of you for saying that, but…"

Ben wanted to grin and hide all at the same time at the words. He settled for standing there frozen, mostly because his body wouldn't let him do anything else. "But what?"

"But you thought that I would choose between you. That I _could_ choose between you," Grandpa said, and Ben saw the hurt in the man's eyes at that. Ben ducked his head the second he did and jumped when he felt his Grandpa's hand on his shoulder. "I'd never do that. I didn't know how long you were going to be gone today, Ben, but I was planning on stopping by tomorrow before Gwen's party no matter what. Maybe even see if we could still get that game of laser tag in, but even if we couldn't I wasn't going to let this weekend go by without spending time with both of my favorite grandkids."

"We're your only grandkids," Ben shot back like he always did and he wished that he didn't because he could hear his voice break, but he didn't shake his Grandpa's hand off. He wasn't going to move at all, but something in the back of his head itched and he didn't know why until he went back over what his Grandpa just said. "Wait, you were planning on coming by tomorrow? Then what's all this?" he asked as he threw his arms wide.

It wasn't often that he managed to surprise his Grandpa, but he did now. He watched both of the man's bushy eyebrows shoot up. "I thought she told you upstairs! Gwen called me the same night you told me about the convention. This was all her idea."

Ben's eyes shot back to the couch and to his annoying cousin just as she jumped up and gave both of his parents a hug. He wanted to gag at the sight. At least his mom and Gwen were both girls and they had an excuse for all these hugs, but his dad? Ugh.

She planned all this?

"What did she plan next?" The words slipped free before he could stop them.

Grandpa just shrugged. "Presents and cake in the Rust Bucket, why?"

"Do you think we can go somewhere?" Ben asked, and he didn't know where the words kept coming from. He didn't want to look at the dweeb or his Grandpa while he said them, and there was only one way left after that, so he looked up at the sky. "Like that campsite you took me to when you wanted to show me how to use a telescope?" Where he got bored and broke the telescope when he tried to use it as a sword was the part of the story that he forgot about until the words left his mouth. He wished he could have pulled them right back as he winced and waited for Grandpa to remember.

If Grandpa did, then he didn't care. He just smiled. "I knew that the astronomy bug would bite you sooner or later, Ben," Grandpa said as he turned and his head tilted back. Ben could hear him humming to himself as he looked and thought and then he nodded. "It's a bit chilly, but the skies are clear. It'll be a good night for it."

Ben's eyes went back into the house and he knew he was running out of time. Gwen was scooping up the shopping bag and turning their way and he could see her huge grin. He gave his Grandpa a look and whispered, "Keep it a surprise?"

Grandpa shook his head and sighed. "It's always a competition between you two." But he didn't say no and he didn't spill the beans when the dweeb started calling.

"Grandpa! Grandpa, look at what Uncle Carl and Aunt Sandra got me!" Gwen said as she darted up to the door and turned her head this way and finally solved the big mystery in the lamest way possible.

Earrings. So _what?_

And then Grandpa let out a bark of a laugh. "They're just what you needed, Pumpkin!"

It was those words and the look of dweeb joy on her face that made Ben actually look at the things in her ears for once. Just a quick glance at first so he could give the whole thing the eye roll that they deserved, just enough to see they were gold now and shaped like something. When he saw just what he snorted. "Just what you need, Dweeb, more books."

She sniffed at him and raised her chin as her hands went to her hips. "You just don't know what's cool."

"Like you do!"

"That's enough, you two," Grandpa said as he took them both by the shoulders and kept them apart. "They're very nice, Gwen."

"Thanks, Grandpa!" Gwen said, and then she leaned around the man and stuck her tongue out and Ben just couldn't let that go.

He still heard his Grandpa sigh, even over the sound of their raspberries and his parents' laughing. "Good luck, dad," Ben's dad said.

"I survived three months, I can survive a couple of hours," Grandpa said back as he turned them around and steered them to the Rust Bucket with a squeeze on their shoulders.

"Maybe _you_ can," Gwen said, and he could just imagine the dare in her eyes even though he couldn't see her.

And there wasn't any way he'd back down from a dare. "You're just mad because I was born first. You really should get over that, Gwen. It's not healthy," he said, echoing the stuck-up tone he heard in every single one of his mom's parenting tapes.

And he knew it hit home just from the way she gasped. Grandpa's sigh was the only warning he got as she stormed around the man and gave him a shove with her free hand. "You are not! Mom said I'm seven seconds older and that's why I'm so much more mature!"

"Please," Ben snorted and he was just about to shove her back when he thought of something even better. He could prove her wrong and he knew just who to ask. He spun back to his front door and the blonde woman who was hiding her smile behind her hand. "Tell her, mom!"

"Tell him, Aunt Sandra!" Gwen said as she turned, too.

"It's not like we were in the same room," His mom said as she jumped at being the sudden center of attention. She looked at them both and Ben held his breath as he hoped she'd take his side and waited for her to back up the dweeb like he knew she would. Gwen knew it, too, and she was already smirking when his mom opened her mouth. And that smirk died so hard when his mom said, "but you were both born at the same time."

"No, we weren't!"

"That's not - !"

"I'm sure that Natalie thinks that you were born first, Sweetie, but I know what I heard and honestly, seven seconds? Trust me, we weren't looking at the clock right then," His mom giggled like it was a joke.

If it was, Ben didn't get it, but he did see Gwen's eyes go wide again before they went to her feet so it must have been a good one. He'd have to ask Gwen later, even if it was just so he could make her face burn like that again. When Gwen finally looked back up he heard her ask, "Then how do you _know?"_ in a voice that was barely above a squeak.

"Because a mother just knows," His mom said as she brushed her hair back with one hand. Then she smiled at them both with something glistening in her eyes and this time Ben was the one looking down at the brick walk because he knew that look. This would end in baby pictures if they didn't get out soon. "That and the nurses wouldn't stop talking about it. They said that not even twins were born so close together, and they couldn't believe that you two were cousins."

"I was there, too," his dad added a second later, "I thought I was hearing Ben's first scream in stereo."

Ben didn't look at Gwen after that, but he didn't need to. He heard her echo his "Dad!" with an "Uncle Carl!"

"And nothing's changed, even after eleven years," his dad said with a laugh.

"You two were so cute…" His mom said as she clutched her hands over her heart. The photo albums were so coming out. She better have them put away before the guys got there tomorrow. Maybe Grandpa would hide him.

"Come on, Sandy. Let's go find the _really_ embarrassing pictures," his dad said and he just laughed at the echoed protest, but at least he pulled his mom back inside with a, "Happy birthday, you two! Have fun!"

And then the door closed and they were finally safe.

Mostly safe. The dweeb wouldn't stop glaring at the door as she crossed her arms. Then she shot him a look. "One of us has to be older!"

"Don't be a baby," Ben said and he just laughed. "Oops, sorry! Guess you have no choice!"

"I am not!" Gwen shouted as she stomped her foot. "Grandpa! Tell him! It's not possible!"

"After everything that you two have been through, _that's_ what you think is impossible?" Grandpa asked, and then he burst out laughing, a deep booming belly laugh that didn't stop even as he turned back to the Rust Bucket and started walking.

"Fine," Gwen said with a stomp of her foot as she followed after the big man, but she kept glancing back over her shoulder. Her left hand was full, but she kept reaching up to her new earrings with her right and he saw her lips twitch.

She kept staring until Ben just had to ask. "Do… do you want them to come with us?" He hated asking. This was the first time it was just going to be the three of them since they got back. This was the first time that things were going to feel like summer since summer ended and it was just going to last an hour and he didn't want to share it, but she kept looking back and a hero would ask.

Being a hero stunk.

Gwen looked for a second longer, then she shook her head. "No. It's _our_ birthday, Doofus," and she smiled at him as she pulled her bag against her chest. At least he thought it was a smile anyway. That thought died when she shouted, "and we never finished our race!"

And she was off.

"Cheater!" Ben shouted as he chased after her. The two of them dashed around either side of Grandpa across the lawn. She tried so hard, but Ben laughed as he raced past her and his hand hit the Rust Bucket's side door first.

She glared at him without heat and tapped the bag she was holding. "A gentleman would have carried this."

"You're right, Gwen. Let me know if you see one," he mocked as he yanked the door open and hopped inside.

And froze.

Even at its best the Rust Bucket wasn't anything impressive. The paint was still beigish, but Grandpa had been living in it for as long as Ben could remember and it showed. Things were scuffed and chipped and there was dirt in spots that scrubbing would never get out, and those were the good days. On the bad, he'd come in and found half the engine on the table and grease everywhere. On the horrible days, the inside would be white with smoke as mud or slime dripped off of the counters and puddled on the floor. That was all normal.

This wasn't. It so wasn't.

Banners were stretched out across the kitchen and cabinets across from the door and waving in the breeze from the heater; A blue and a green one that both said **Happy Birthday!** A loose balloon drifted towards him and he batted it away. The rest were tied in groups onto anything that could hold a string, even the back of the passenger seat. He spun back to the door and he saw what looked like a chocolate cake on the table and the big pile of presents that were next to it.

"Grandpa?" Ben asked with a shock laugh as he looked over Gwen's head at the big man. "You did all of- ?" His Grandpa grinned, but then he nodded down. Gwen stood there, her mouth set as she sighed, and he felt his stomach twist. He was sure that she'd been grinning right up until he said Grandpa's name. "This was you?"

And he saw her blush as she shrugged like it was nothing, but he knew her better than that. She was just dying to brag and he knew that she couldn't resist for long. Finally her lips twitched. "I had some leftover decorations after we finished setting up for _my_ party - "

"Your party isn't until tomorrow!"

"Not all of us wait until the last minute, doofus," Gwen said right back, "and we were waiting _all night_ for you to come back, so I had plenty of time to decorate." Then her inner snob must have gone back to sleep because she jumped into the Rust Bucket right next to him and bumped his shoulder with hers. "And it's our birthday."

Ben felt his mouth work as he tried to think of something to say. Insults were easy, but they felt just as wrong as everything else right now. Finally he just reached down and pulled the bag out of her hands. Her eyes went wide for a second and he knew she was waiting for him to spill it out on the floor.

He was waiting for that, too, but… "Shut up," he muttered when he saw her grin come back when he didn't.

She clasped her hands together behind her back as she slipped around him. "I knew that you had it in you, Ben."

"I told you to shut up," he muttered as he followed her around the corner to the dining booth. She kept grinning, but she didn't say another word as she sat down. He dropped the bag on the floor next to her before he slid into the booth across from her.

They felt the Rust Bucket shift as Grandpa got in and heard him slam the door shut behind them. Then they heard him slam it again and this time it took. "Gotta remember to fix that," the man said to himself as he walked around the corner. He nodded at them and Ben could see his eyes flash up again. "Good, you two stay settled and we should be there in a few minutes."

Ben would have paid real money for a camera right then just so he could save the twisted, horrified look that went over the dweeb's face forever as Grandpa turned for the driver's seat. She always went mental when her plans were messed with and she didn't disappoint today. "Be where? Where are we going?!" The worst thing was, he had one. He could feel it in his front pocket and he couldn't use it. Not yet.

"Oh, here, there," Grandpa said over his shoulder as he settled into his seat. "I've been letting the Rust Bucket sit in one place for too long over the last few weeks and the tires need a few more miles on them."

Gwen's mouth worked in outrage, and then she glared at Ben. "I saw you talking to him. What did you do?"

Usually he would deny it, but this would be so much more fun. "You'll see," Ben said with a smirk as he leaned back.

"But, but…" Gwen sputtered out. "That's not fair! Grandpa! He's been teasing me with my present all night!"

"Have not!" Ben shouted back without thinking even though he so had. He'd done it all the more since it didn't seem like she cared at all, but now that he knew…

He grinned as he put her present on the table in front of him and he watched her eyes go wide and then narrow as she stared at it. "And you've been teasing me for longer!" He said as he eyed the other presents that were stacked up, not that he was dumb enough to think any of them were from her. "It must be magic, 'cause I can't see it."

Gwen went even redder as she grabbed at the big box that had been leaning against the rest of the stack. "Your present is right here!"

"You really did…?" He asked as his free hand went to his hair in surprise. Then his mind raced as he stared at the huge box. It was way too big for a book or a video game, but it wasn't all that tall and he couldn't…

He reached out.

And her hand caught his again. He didn't even see her move. He stared at her fingers as they squeezed his wrist. "How do you keep doing that?!"

She smirked and shook the box in her left hand like the wicked witch that she was. "You'll find out the second you open this," she said in a sing-song voice.

"Whatever," he said as he pulled his hand back and shook her present right back. "This is way cooler than whatever you got me!"

They sat there for a second and glared at each other. And they kept on glaring until they felt the familiar jolt of the Rust Bucket going into gear. Then they turned as one and shouted, "Grandpa!"

"You can open each other's presents if you want," Grandpa called back from the driver's seat in another moment of freaky. Ben didn't have any idea how the man knew what they were fighting about, not when they were being so quiet. Or when he was at least. It had to be the dweeb's fault. She was so _loud._ It wasn't like anyone could ignore her even if they wanted to. "Just save mine and the cake for when we get there."

Which led to another stand-off as he glared at Gwen and she glared right back. He held out her present and she held out his and they made the exchange and pulled the presents back like they were hostages. shared another look before they exchanged presents. Ben squeezed the box as soon as he held it and felt it give under the slick wrapping paper. He was dying to know what it was and ready to scream if it was another prank, but… He looked up and saw her watching him even as she fiddled with the present in her hands. "You first."

He was going crazy wondering what she got him, but he wasn't going to miss the look she got when she opened her present for anything.

It would be even better than the one she had on now. He saw her mouth drop when he said that and her eyes gleamed, but she shook her head. "Rock, paper, scissors?"

He whooped when his rock crushed her scissors and then his hands destroyed her wrapping paper.

Only to freeze when he saw the white cardboard box that the wrapping paper was hiding. The box was bigger than he was used to, but he'd seen enough of the horrible things at Christmas. He knew that nothing good ever came out of them. Not even once. "Clothes? You got me clothes? Couldn't you have just gotten me a book?"

Gwen gave him a glare instead as she rocked in her seat. "Just open the box, doofus!"

He grumbled as he did. There were clothes inside, ones made out a bright white cloth that he'd only ever seen when his mom was getting ready for bed. He couldn't… what on earth was she thinking? "Pajamas?" He heard his voice squeak at the word and he felt his cheeks burn. "You got me pajamas?"

"What? No!" Gwen shouted and he saw her face burn too at the idea. She shook her head and sprang up in her seat so she could reach over. She grabbed a white something out of the box and held it against his chest. "It's a gi!"

"A what?" he said as he looked down. He thought it was a robe at first, then a shirt and finally a jacket or a robe or whatever. Not that any of them made this any better.

"A gi! It's the uniform that you need for karate class!" She babbled as she eyed the jacket on him and then she nodded. "And aunt Sandra told me the right size! I was so worried because Sensei has to order them and there wasn't any way he could get another one before class starts on Monday!"

"What?" Ben repeated, his mouth dry as he stared down at the plain white pants that were still waiting in the box. The plain white pants and long white belt that he'd seen in every martial arts movie ever, and his heart sank when he realized it was just like the one that Gwen was wearing in the picture his mom had on the mantle.

She didn't.

Gwen didn't even hear him. He knew she didn't just from the way her grin kept getting bigger and bigger as she went on. "The dojo is right next to the park by my house - we walked right by it when we were looking for a birthday present for your dad - " and Ben almost remembered her pointing it out way back then. The image of a squat building made out of bricks flashed through his head. That and the happy babble that filled the air next to him that he didn't even pretend to listen to. He was too busy shuddering because it looked way too much like the baby brother of his school gym and he couldn't figure out why anyone would want to spend more time in gym. Not that Gwen noticed his shudder back then. Not that she noticed it now. Now her green eyes were wide with excitement as she babbled on, " - and we practice every Monday, Wednesday and Friday for an hour! Class starts at 4:30, but we're supposed to show up early to help clean and the Sensei wants to meet you, so your mom should drop you off around 4!"

Ben felt the blood leave his face. "Mom knew?"

"I..." Gwen said before she paused and frowned. "Well, I mean, she can take you, right? Is she busy? She's probably busy! I wanted to ask her but it had to be a surprise and aunt Sandra can't keep a secret at all and I can't believe that she's busy?! Grandpa! Grandpa, you're free on Monday, right?!"

"Calm down, Dweeb," Ben muttered. Usually he loved it when Gwen freaked out. Mocking her then should have been so sweet, but the words, "I"m sure that mom will be _thrilled_ ," were bitter this time. He knew his mom, she'd bring him and she'd be going on and on about mystical this and incense that as she drove him over.

"Well, I only had enough money for the first month, but I'm sure that if you like it that your parents will… I should have asked," Gwen kept going. She really had been thinking about this for a month Ben realized with a start, she only worried like this when she had time to _dwell_. Usually anyway. Unless there were monsters around or he was having fun.

Then she went from 0 to freaked in less than five seconds.

Ben felt just as freaked, but it wasn't about the money. Once his parents heard about this he wouldn't be able to stop them from paying for more classes. His eyes wouldn't look at anything but the gi and he didn't listen to anything either as he pictured the next month. Not until the noise stopped, and then it was too late.

"You hate it," Gwen said, her smile long gone. He saw her blinking as she pulled the jacket back and her hands fumbled at folding it before she just shoved the thing back into the box. "I thought… this was so _stupid._ Of course you wouldn't - "

Of course he didn't want to do this, but he hated the look on her face and the way her voice broke more. He pulled the jacket or robe or whatever it was back out of the box. The fabric was stiffer than it looked and nowhere near as soft, so at least it had that going for it. He tried to imagine wearing it and "No!" Ben said. "Nononono. It's just that… Sport, me. Two things that should never go together. Learned that at baseball last year." He'd gotten kicked off the team after he picked a summer with Grandpa over them and he didn't regret it. Much. Not as much as he did this. He looked at the clothes and he thought of a month's lessons and swallowed hard. "How much…."

"Don't think of it as a sport," Gwen said with a desperate edge in her voice before he could finish the sentence and he knew just from the look in her eyes that she'd never let him finish it, which only made him feel worse. She must have spent so much on this. She gave him a desperate grin. "Think of it as learning to kick butt like the pros!"

Ben ran his hand through his hair and made a bigger mess of it before he glanced at the Omnitrix and wished that the thing could get him out of this. "I'm already kicking butt on a pro level."

"Yeah, until that thing shuts down. Now you'll be able to do it whenever you want!"

Ben poked the uniform and sighed. "Kicking butt?"

And something like a smile came back on her face. "And taking names!"

A month. Twelve hours of some dude yelling at him because he wasn't kicking just right, but it was kicking butt. The idea did make him smile a little. Then he had a thought that made him almost grin and he looked at her as he poked at the shoulder. "Do they let you write the names of all the butts you've kicked here?"

She buried her face in her hands just like he knew she would. "No."

A month.

At least it wasn't more math. "Rats. I wanted everyone to know when I kicked yours."

"In your dreams," Gwen said, but he saw her smile even before she took her hand off of her eyes. "It really is fun. You'll see."

He knew her, she thought he was hooked now. A month. He could deal with a month. Just as long as he didn't have to think about it. Which was good, because not thinking was the thing that he did best. "You know you're dying to," he said as he eyed the present in her hands.

And her grin went feral, but she didn't tear into the wrapping paper because of course she didn't. He watched her hold the box up to her ear and shake it. Like he hadn't thought of that. His grin got more evil as she frowned and finally set it down so she could open it by peeling off one piece of tape at a time.

"Do you need me to open it for you?" He asked as he made a grab for it.

She yanked the present back and slapped his hand. "Mine!"

"Come on, I'm getting old here."

"Fine." She said as she finally remembered she was a kid and not a thousand years old and tore through the paper. She shot him a glare when she saw the Sumo Slammer figure box inside.

"I needed a box," he said with a shrug. And then he saw her pull on the box and his eyes went wide. "And I need that box back! It's near mint!"

"It's just a box, Ben," the dweeb said as she rolled her eyes because she didn't get it, but she stopped trying to destroy the box and that was all that mattered. She was almost as careful as he would have been as she pulled the top open. She was just about to reach in when she stopped and gave him her 'I'm not mad yet, but I could be soon and you be ready' glare. "This better not be a Sumo Slammer figure, Ben," Gwen said as reached into the box and started pulling out all bundled up newspaper he'd shoved in there just so her present wouldn't make any noise when she shook the box. "Never mind, at least a toy would be some - " she started and then she stopped as she finally found it. Her eyes went wide as she stared at the plastic and metal thing she pulled out. "A cell phone?"

"Yeah, well, I figured that this way we can talk without your mom sitting _right there,_ " Ben said as his hand went to his hair and he didn't know why he was the one babbling now, but he couldn't stop. Not even when he saw her eyes light up at that. He should have stopped talking then. That should have been more than enough, but he just couldn't resist teasing her even if he had to do it in a whisper because Grandpa was _right behind them_ , "and I won't have to wait for you to get ready before we go hero again. Last time you almost got us caught _and_ we lost the bad guys!"

If her magic ran on glares he'd be dead right now. "None of that was my fault!" she hissed back at him.

So he nailed her with his best snort as he crossed his arms and leaned back into the ancient and cracked seat cushion. "You shrieked when you woke up! Since when do you do that? And you woke your mom up!"

"It was one in the morning and I was sound asleep! Or I was until - !"

"If I hadn't thought so fast - !"

"Thought fast?" She said and her nose wrinkled. "The window was right there and you hid in my closet! What if my mom looked in there? How was I going to explain a dinosaur in my closet, you doofus?!"

That shut Ben up for all of five seconds before he shrugged and said, "Science fair?" He knew he knocked it out of the park when her mouth dropped wide open.

"You are such a _doofus!"_ Gwen shouted as she forgot all about trying to keep quiet. The only thing that was louder was the cackling laugh he let out a second later. She glared at him before she spun around in her seat so she was facing the window instead of him. Then she closed her eyes, crossed her arms and raised her chin. "That's it. Birthday's done. So not talking to you anymore."

He grinned because he'd heard that before. It usually ended up with her chasing him as she shrieked about something or other that he'd done just to prove that she still had a lot of things to say to him. It would be so easy, but it was their birthday and there was more than one way to tease her. So he got up and slid into her side of the booth and leaned in close enough to rest his chin on her shoulder just because he knew how much it bugged her when he did. "Awww, but if you don't talk to me then I can't tell you about all the cool things the phone can do."

She was just about to shrug him off when she froze and her eyes opened wide. He saw her eyes go to the phone as she let out a little whimpering sound. He'd hit her right in the nerd and she knew it, so it was time to drive her _crazy._ "Or I can just keep it." He said and he reached out for her present, but her hand caught his wrist again. He jumped and shouted, "Stop doing that!"

"Maybe if you ask nicely, Ben," she said with a grin and tone that sounded like it was drowning in sugar. Then she tilted her head to his present, "or you can go to karate and you'll find out how to stop me in a few weeks."

His eyes went right to his present at that. "A few weeks?"

"Just a few," she said and her grin didn't twitch at all. Neither did her hand.

Not until he really tried to pull free anyway, and she kept grinning like she could have held on if she really wanted to. He tried to brush her cooties off as he glared. "Fine! I'll go!" He said with a humph. He saw her grin and he settled in for a sulk when he saw her phone again. "Do you want to know what it can do or not?" And she made that whimpering noise again as her eyes went right for her phone. Her hand followed a second later, but it stopped just over it. "It doesn't have cooties."

"It so does. _You_ made it," Gwen shot back and he waited for her laugh, but she didn't, She didn't for so long that he finally looked at her face because she always got an evil look right before she went wicked witch, only there wasn't a look either. She was just staring down at the phone as she bit her lip. She brushed her finger against the plastic top before her hand shot back like the phone burned her, which it so shouldn't.

Not anymore, anyway. But the second's doubt did make Ben look around for the fire extinguisher that he was sure Grandpa had around here somewhere...

"Ben… I can't." She sounded miserable as she said it. "I can't pay for a plan and mom and dad won't. I've asked so many times, but…"

"Oh, that," he said and he let out a relieved laugh. "I wouldn't worry about that."

She frowned at him. "You do know someone has to pay for this stuff."

Ben grinned. He couldn't help it. She was going to _freak_. "Go on, open it up." He saw the doubt in her eyes, but that didn't stand a chance. Not against the part of her he'd seen actually drool when they were in a computer store. It didn't take her anywhere near as long to give in as he expected. She let go of his hand and flipped the phone open and the screen burst to life with a green hourglass in a black field.

Gwen's eyes went wide when she saw the Omnitrix symbol. "How?" She asked and her eyes got even bigger as he fished his phone out of his pocket and held it up.

"I got a couple of old ones from dad and Upgraded them. Well, and Greymattered." He paused and thought and laughed. "I Upgreymattered them! It took a few days, but I rewired these so that we can call anyone we want and no one will ever charge us and we'll never be out of service. Plus, if you tap the call button three times Grandpa and I will get buzzed. You know, just in case. But do you want to know the best part?"

She gaped as she looked over everything and he knew he won even if she wasn't wiping her chin just yet. "What?"

"Close it."

He saw the dread in her eyes, but she did. And the second she did his voice called out from the phone with, "Ben is the smartest person I know!"

She glared at him as he cracked up before she finally joined in. "Way cool."

"I know, right? Grandpa said that he'll tell our parents that they're prototypes that we're testing out for his rich friend so they won't get curious. He even made a form for us to fill out just because you love those," He teased as she opened the phone back up again and he leaned in close and started pointing at the little icons that Greymatter had programmed in. "It has a real camera now, and I added in a police scanner and a music player and GPS and everything. It can even get on the internet." It could, but the screen was too small and the buttons stunk. The whole time he'd been working on it as Greymatter he'd heard the little guy muttering about what he could do if he could just get his hands on some conductive glass or transparent aluminum instead of the brick he was stuck working on. He'd have to ask Grandpa what they were one day, because the metal and glass slab the little guy was thinking of looked even cooler than this.

But this was more than cool enough for now. He watched her play with the buttons and then her fingers flew. He was just about to tell her that she was doing it wrong and show her his name in her contacts when his phone buzzed in his pocket. He scooped it up and opened it to read the; **So cool - From: Dweeb** that flashed across the screen.

His fingers flew across the buttons; **School just got a lot better.** He heard her sniff a second after her phone buzzed as she read it, but the look she shot him didn't do a thing to hide her grin as her fingers moved again.

**I knew that you missed me.**

**So don't,** **but having a Dweebasaurus Rex on call is SWEET!** He texted back as he shot her a look and she just grinned back. Then her fingers flew again and he leaned in over his phone and just waited.

He knew that she'd love this. They could keep this going for _hours_.

"It always worries me when you two get quiet," Grandpa's voice broke in and they both jumped as the man sat down across from them. He pushed the ripped wrapping paper out of the way and eyed the open box and the phones with a smile. "So what's all the excitement about?"

"Ben's going to take Karate with me!" Gwen squealed as she bounced in her seat again.

"Is he?" Grandpa's eyebrows jumped up in surprise and Ben tried to smile when the man looked at him. Yay. Then Grandpa looked at the watch. "Ben, we're going to have to - "

"And look at what Ben got me!" Gwen cut in as she leaned half-way across the table and turned the phone around. "I can tell him what to do from anywhere now!"

"I knew that you would - Wait, what?" Ben shot back, and when Gwen cackled he banged his head on the window.

The window.

He turned and looked through it at the trees and stars outside. "We're here already?!"

"Here? Where's here?" Gwen asked as she spun around and looked out the window. "We're camping?"

"We're stargazing," Grandpa corrected with a smile. "Once you two finish opening presents and we have cake I'll set up the telescope."

"We will?" Gwen said and she squee-ed. She actually squee-ed. "Thank you, Grandpa!"

"Don't thank me. This was Ben's idea," the man said before Ben could stop him.

"It was?" Gwen asked, her voice hitching as she stared.

She kept staring until he couldn't take it. He turned and glared at Grandpa as he mumbled out, "Well, you did all this and I know that you miss looking at the - "

He saw her face dart towards his and he felt something warm and soft press against his cheek before he could do anything. " _ **WHAT DID YOU DO THAT FOR!"**_ He shouted as he jumped away, and he could feel his face burning hotter than anything Heatblast ever dreamed of.

Hers was just as red and she looked just as shocked as he felt before she shoved her chin in the air. "It was a little thank you kiss, you doofus, you don't have to freak out about it!"

"You kissed me?!" He shouted as he rubbed the arm of his shirt against his cheek.

"It wasn't anything!" She shouted back. And then she got a weird look on her face as she reached up and brushed her hand across his cheek. She didn't seem to care at all that he flinched away. "God, the look on your face… I can't believe that you'd turn _that_ red _o_ ver such a little…" she said and she sounded amazed as she said it.

Then she grinned an evil grin and Ben swallowed hard. He didn't know what she was thinking, but he knew it wouldn't be any good for him.

"It was very sweet," Grandpa said.

"You saw that!" Ben shouted in horror.

"I just wish I had a camera," Grandpa said with a nod and a laugh.

"Oh! I have one! Ben gave it to me!" Gwen said as she shoved her phone into Grandpa's hands. "Quick! I want to save this!"

"I hate you both," Ben muttered and his face got even hotter as he eyed the cake that was just waiting for them.

"You do not," Gwen said as she leaned in close and pointed at his blush. "Happy birthday, doofus."

Ben sighed and leaned closer. "Happy birthday, dweeb," he said as he smeared a finger full of chocolate icing against her cheek just before the flash went off.

Her shriek made it all worth it.

\- o - o - o - o - o -

**Erico Omake**

_Omnitrix Log, Day 202_

" _An Omnitrix Activation notice passed my algorithmic filter program, which means that for once, the young Tennyson child didn't use my greatest invention for physical violence or to play at heroics. My relief was short-lived, however, when I discovered that he used my Galvan template and the Galvanic Mechamorph template in concert to rebuild and reprogram a pair of his world's primitive wireless communication devices. It's nice to know that should he not become the Hero he desires to be, he will always be able to fall back onto a career of small appliance repair."_

**Notes for the Chapter:**

> I am happy to announce that Erico surprised me this week and has finally decided to flesh out Bezel's story from 'Stone in the River.' I never liked how they treated him in Omniverse and I was so excited to read about the start of her adventure in 'Little Moment: The Sorceress and the Knight.'
> 
> A long time ago, when Magic was everywhere, there was a land called Atlantis that protected the Earth, ruled by a Mage King who had many sons, and only one daughter. Her name was Bezel. And she would change the world.
> 
> https://archiveofourown.org/works/19383601/chapters/46122451


	9. Aches and Pains

**Chapter Nine: Aches and Pains**

_Outside of the Rising Phoenix Dojo_

_Bellwood, California_

_January 11th, 1999_

_3:55 pm_

"I'm not going out there! I look like a _mega-doofus_!"

Ben hissed the words out as he tried to make the back of his seat sink down even further. He could still see the tops of people's heads as they rushed by his mom's minivan and he flinched every time he did.

If he could see them, then they could see _him._ Just the thought made him try to tug his jacket even further down with his watch hand. At least that hid most of the dork clothes he was wearing.

His mom leaned on the steering wheel and her lips twitched like she was just dying to laugh, the _traitor._ Her and everyone else. "You do not, Ben. You look very handsome."

"That's what moms have to say to doofuses!" Ben said. Even he heard the whine in his voice and he so didn't care. He gave up on yanking at the handle because the stupid seat refused to sink down anyway and tried to make himself sink into the cushions.

And another quarter-inch of the world outside disappeared.

"Well, I think that you look like Bruce Lee," his mom said in her full mom voice. Or she did before she crossed her arms over the steering wheel and leaned her chin on her hands and made a weird sigh. "I used to have such a crush…."

" _MOM!_ " He should have yelled the word, but even whispering it seemed too loud.

His mom coughed like she was choking. Then she shook her head so hard that her blond hair bounced and she blushed a little when she looked back. "You didn't seem to think you looked like a doofus when I caught you posing in front of the mirror..."

Ben felt his whole body burn at that. "I was just…" he tried to explain before his tongue turned into a knot in his mouth. He looked cool _then._ He even felt like a boss until they got here and he saw everyone else dressed just like him and it all sank in at once. They were all dressed like dorks, too, and it was just a school and he wasn't even going to learn how to do the Death Strike and he was going to suck and - and - and - "I wanna kick my own butt," he declared as he squirmed against the stiff fabric. "Why do I even have to wear this?! I never needed it to ki- " he caught himself right before he finished the sentence. He had kicked plenty of butt in real clothes, but his mom did not need to know that.

Not if he ever wanted to leave his house again.

He undid the seatbelt and started to scoot down the seat. "I'm going to hide down here until we're back in the garage."

His mom shook her head again. "If you get your gi dirty now Gwen will never forgive you."

He stopped inching his way down the seat at that. "She's just going to laugh anyway," he muttered as something twisted in his stomach. He was amazed that she wasn't here already, that she hadn't yanked open the door and pointed and…

He jammed his finger against the door lock button. It wouldn't stop the dweeb for long, but the hard thump was something.

"She is not, Benjamin," his mom said as her silly grin finally went away. "You know how much karate means to her and she wouldn't have signed you up just to make fun of you. I think it was a very sweet present." Her mom made another one of her weird sighs as she looked out the window at the dojo, but this one sounded sad weird instead of weird weird. "Honestly, I don't know why you're acting like this. I would have loved this when I was your age. I always wanted to learn more about Eastern culture." .

"Why would you - !?" he started to say and then he had the best idea ever. "I mean, you'll need your own bully magnet, but they got their money. I'm sure that if you wanted to take the class instead…"

"Ben," his mom said with another sigh even as she gave him another look. He could almost see her thinking about it and he had a moment's hope before it all went horribly wrong. "We could always take the class together."

" _MOM!"_

"I think it would be fun!"

Ben's hand shot out for the door handle and he rolled out of the van the second the door opened. "Thanks for the ride, Mom, bye!" He shouted as his sneakers hit pavement.

And he heard her break out laughing. The _mega-traitor! "_ Have fun, Ben, I'll pick you up in a couple of hours!"

"Yeah, fun," he said with a grimace and a wave as he slammed the door behind him. He watched his mom's minivan back out and join the line of other cars that were trying to make their escape and waved even as he took a step back, further from her and the front door. He didn't get a very good look while he was ducking in the van, but he was sure that he saw a couple of cars parked at the end of the lot that didn't have anyone around them. All he needed was somewhere that he could duck out of view for a second and he'd be free. He heard his mom honk because of course she would and watched her disappear down the road. The second she was out of view he turned and sprinted. He was right. The parking lot by the front door was full of parents and other kids, but there wasn't anyone down here, just the empty cars. "A couple of hours…"

A hero could do a lot of good in a couple of hours.

Way more good than standing here and getting yelled at. He raised his left wrist as he ducked around the last car in the lot and -

"Don't even think about it, Doofus!"

Ben nearly jumped out of his skin as he spun around and shoved his left hand behind his back. He glared at the red haired girl who was crouching there with her back against the car and a scowl on her face. He shoved his arm behind his back and glared right back. "I wasn't!"

"You so were," Gwen snapped back. Then she stood up and let out a sigh that took most the edge in her eyes with it. "Just one month, okay? Then, if you don't like it, you can hold it over me for the rest of our -" Ben bared his teeth at the thought and she moved fast, "- for the next decade."

Ben looked at the dojo, which looked just like he remembered it and he shuddered. At least there weren't any big windows here like there were at the gym in the mall. At least no one he knew would be able to see him doing this. Still, if he could hold this over her head for _that_ long, this was almost worth it. "Two," he shot back.

"Fine!" Gwen said with a roll of her eyes. A breeze kicked up then and she shivered and pulled her own jacket tighter with her left hand even as she reached out and grabbed him by the sleeve of his with her right. "Come on! I'll show you where we can put our stuff and I want to make sure that you're presentable before Sensei sees you!"

She tugged and he dug his feet in. There had to be a way out of this, there just had to be. He couldn't see it, but there was a strip mall just a bit further down the road behind them and he knew that there was a bookstore right there. They could just walk to it and…

And he could see that she wouldn't buy it. He could tell just by the way she was frowning. Books distracted her from most things, but not this. She was set on this. He had to think bigger, or she'd get that _look_ again and…

His eyes darted the other way, past the door and the mob that was still around it. He looked right over their heads at the bare trees that were waiting for spring in the park on the other side of a chain-link fence. He could see a few people jogging down the path through the trees on the other side and he didn't know why, not when almost all the trees were bare and it was so cold out, but he didn't really care either. All that mattered was that the park was open. He couldn't see their study spot, not from here, but they could find it again super easy and - "You know all this stuff anyway. What do I need a class for? Why don't you just teach me?" She'd yell at him and shake her head and make him do everything over and over again, but she would do that anyway.

She would bug him, but she was still better than a teacher. She'd helped him cram in math and science enough that he knew that for sure. If she could make that stuff make sense, then maybe she could make learning this stuff fun.

The dweeb stopped dead in her tracks when he said that last bit, and he could see her brain racing behind her eyes as she spun around and looked at him like she was waiting for him to burst out laughing. When he didn't, she almost smiled as she said, "Really, you'd let me - ? Why?"

"You're good," he said with a shrug. He'd watched her kick enough bad guy butt to know _that_ much. He saw her face light up and it was all he could do not to grin. He almost had her. He was so, so close. So he hit her with the big gun. "I should have let you show me the moves last summer like you offered."

There. He _knew_ her. She'd never pass it up. Not now, not when he'd just told her she was right. He could see it in her eyes. He was just about to get his groove on when she shook her head. "I'm good, but Sensei is amazing. If you're going to learn, you have to learn from the best."

Ben froze and stared as his world ended. "You're sure?"

"Yeah," the dweeb said. Then she squinted at him. "Did you mean it, or was it just…"

His eyes darted away and he wished that the wind wasn't so cold against his face. "Eh," he shrugged. Like he'd tell her now.

Not that she bought it, he saw her grin as she turned and started pulling him inside again. "You read the cheat sheet I made for you, right?"

"You mean the book?" he grumbled as he sulked after her. He'd found the dozen pages that she'd hidden in the box under his new pants when he got home. "Only you would add homework to a birthday present."

That earned him another noise, but she didn't spin around again or end her death march to the door. "Did you read it?"

"Yeah," he sighed, "but only because mom made me."

"Thank you, aunt Sandra," Gwen said with a happy noise. Then she glanced back over her shoulder. "Did you understand it?"

"Of course I…" he said, offended, then her look turned into a glare and he glared right back. "No one would have followed all of _that_!" he muttered. It wasn't even _fair._ She'd written down so many rules and strange words and little stick figure drawings all in her tiny handwriting that he'd gotten lost on the first _page._ He got even more lost trying to follow it all than he did when he was on map duty for Grandpa in Boston and he didn't think that was _possible._

Ben waited for her to give him the look she always did when she thought he was being an idiot, the smug little smile she got when someone told her about his report card or when she was talking about some stupid book that he didn't get at all and he was ready to turn around and walk out the second he saw it. He didn't care how much she spent on his present.

"I know," she said instead and she sounded miserable as she said it. Her eyes went to the floor and he knew that she could have been worrying at her hands if she didn't have a death grip on her sleeve. "It wasn't… I wanted to spend a couple of days with you after Christmas to get you ready for class, but then I ran out of _time_ and I wanted it to be a surprise and I just wrote down everything! It isn't…" she took a breath and gave him another wide eyed look. "It isn't that bad, really! Sensei always goes over the rules and the history during the first class and no one expects you to get everything right today. Just do what I do and if you have any doubts, bow and say 'yes, Sensei' if you're talking to him or bow and be polite with everyone else. You can't go wrong by bowing!"

Her words were a blur at the end and she the look she gave him when she finished was even more pitiful than the sad puppy look she used on Grandpa to get what she wanted. He knew exactly what she was doing, but he still sighed and tried to mutter, "Okay," like he was still mad just so she didn't think she'd won.

He wasn't, but the knot in his stomach didn't go away. Not even when she grinned at him. She finally let go of his sleeve so she could open the door and then his stomach dropped down to the center of the earth when he smelled the stink of stale sweat. "Oh God, it is a gym." He somehow kept the words from being a whimper as he followed her inside and looked around.

The training room was big enough that they could have played a game of half-court basketball easily if someone bothered to set up a net. There were even bleachers folded up against the walls on his right and left. All the walls had doors on them, he knew that a couple of them had to be for bathrooms and a couple more were probably locker rooms, but where the other doors went he had no clue. The wall across from him had big black and white pictures or paintings hanging up every few feet and scrolls with funny looking squiggles in between. He looked back at the door he'd just come through and saw that the wall there was lined with mirrors. Almost all the space in the middle was covered with a bunch of mats all pushed together that took up almost all the floor.

There were over a dozen kids already there - almost all boys and another girl and a few who looked like they belonged in high school and a man and a woman who were both ancient like Grandpa. All of them were dressed in white gi, too, except for the old woman who looked like she should be running an office somewhere in her dress. Or she would if she wasn't barefoot, too.

Besides her, the only way anyone looked any different was the belts they were wearing. There was one boy in the corner who had a white belt like the one that was hiding under his winter coat and he looked almost as stunned as Ben felt. The rest was a wide mix of colors. Most of them were just talking, but four of them were teamed up on the mats and another three were in front of the mirrors and they were all doing moves that belonged in the movies while the old couple moved around and watched while they talked to each other. Even the old guy had a belt. He expected a black one, but his belt was white, too.

And if his mom ever found out about _that…_

Three more kids pushed by them as they stood there by the door. "Excuse you," he snapped at them, but none of them turned back as they darted across the floor to the doors that were on the far side of the bleachers. The boys in the door by past the bleachers on the right and the lone girl to the left.

"Ben," Gwen said with another sigh as she pinched her nose. When she let go she gave him a glare, but she must have seen something because it went away a moment later. "I know this is all weird. Just one month. Please," she said as she grabbed his right arm and started pulling him to what had to be the boy's locker room. She must have thought that he'd bolt if she went right to the girls and left him out here alone.

He couldn't believe that she would think that.

Why did she have to be so smart?

"Yeah, yeah. I'm going," Ben muttered as he pulled his arm free and kept walking. She grinned and fell in step next to him. As she did she reached up and scratched at her ear. He only watched her hand because he was sure that she was going to pull some weird ninja move on him the second he wasn't looking. Not that she did - this time - but he still saw something weird. "Where's your earrings?"

She blinked and shrugged as she brushed her fingers over her bare ear again. "At home with my new cellphone. We have cubby holes in the locker rooms, but it's safer just to leave stuff like that behind. Besides, we can't wear jewelry when we `- " her eyes went wide and she went pale as her hands shot to her mouth as her eyes darted to his wrist. "The Watch!" she said and it was almost a whimper.

"I didn't touch it!" he said in a panicked hiss as he raised his wrist. From the way she was acting he was sure it was blinking red again, but it was just sitting on his arm like it always did, the dark hourglass waiting for him to go hero again.

He was right there with it.

"Not that, you doofus!" Gwen hissed at him. "We can't have watches on while we practice! I can't believe I forgot!"

"Big bad ninjas are that afraid of a little bling?" he mocked before he realized just what she said. He could have kissed the Omnitrix, instead he just grinned and patted it. God, he loved this Watch. "It was a great present, dweeb, but…"

"Indeed it was, Tennyson-kun," a somber voice broke in. Ben spun and saw the old man who'd been walking around standing right next to them and he didn't know how the dude managed to sneak up like that.

"Sensei!" Gwen squeaked while Ben just stared. He'd barely glanced at the dude before. He saw old and that was it. Now that the man was right there…

"No way," Ben blurted out as he stared at the man. There was just no way that this was the Sensei. He knew what they looked like from Sumo Slammer and the movies. They were skinny old guys who spoke in broken English and the only thing this one got right was the old. Even that was iffy, because he was built like he was the one who went out fighting monsters even though he was ancient. He couldn't even get his hair right. It was white, but it was cut close instead of in a ponytail. At least the guy had the goatee, even if it was just as close cut as his hair. Which was the only good thing. Ben would have known for sure that this was all a trick if the guy didn't have a goatee. As it was, he shot his cousin a look as he scoffed, "If you're the Sensei, then why is your belt white?"

"Doofus!" he heard Gwen hiss next to him. His eyes shot to her and he swallowed hard when he saw her bowing to the man.

Uh-oh.

The man's brow did the scowly thing that Ben had seen on so, so many of his teacher's faces before, but he didn't yell. He just brushed his hand over his white belt and said, "For many reasons, Tennyson-kun. Because we are all students. Because we all have more to learn no matter how much we have already mastered. Because we are always just starting out on our journey, no matter how old we are. And because it is always good to remember your beginnings."

UH-OH.

Then the man cocked his head and asked, "Bruce Lee or Karate Kid?"

"Karate Kid," Ben said, the words just slipping out even though he didn't get the question.

"Hmm."

"It's been the Karate Kid for ten years now, Itsu, get used to it," the old woman said. She had a proper accent when she talked, and a smile that looked so familiar even though Ben didn't know why.

The corners of the man's mouth went down at that for just a moment, then he slipped his hands into the sleeves of his gi. "Yes, I am the Sensei of this dojo, Tennyson-kun. It doesn't matter which movie brought you here, they all show the proper way a student greets his teacher."

"It wasn't a - " Ben started to say when Gwen hissed at him again and he finally copied the bow she made.

"We will work on that," Sensei said and there was a laugh in his voice. The laugh stayed but there was an edge to it when he added, "and you will learn. Quickly."

"We're so sorry, Sensei," Gwen babbled out as she stood up again. "This is my cousin, Ben. He's new," she said and Ben saw the glare she shot him when she said his name. Her eyes burned with horror and embarrassment and a promise that she'd make him pay before she turned back, "and it's all my fault. I was trying to show him around and I wasn't paying - "

The man raised his hand to cut her off. "It's his first day, Tennyson-san. His first three minutes, I believe. I understand. There is no fault." Gwen stared for a moment before she bowed again. The Sensei inclined his head to her before he turned back and his eyes went right to the Watch. "Tennyson-kun, May I see the device?"

And they both froze.

"Why?" Ben asked, warning in his voice as his heart started to pound as he covered the Omnitrix with his hand.

Gwen shot him a look even as she stepped towards the man. He saw her shift on her feet as she flexed her fingers. "He can't take it off, Sensei, it's a - "

"Medical device, Gwendolyn, I know," the man said, and Ben could see the shock in her face when Sensei said that, and he was right there with her. Medical? What was he talking about? The man must have read it on their faces, because he smiled and added, "Your grandfather stopped by this morning to talk to me about it. May I see it?"

"If Grandpa talked to you about it," Ben said, his mind racing. He remembered his mom saying something about Grandpa calling when he got home from school, but they had to go before he could call back. "Then he would have told you the password."

It was something that their moms had come up with years ago after they'd freaked out about something or other on the news. It was just about the only thing he remembered his mom ever agreeing with aunt Natalie about and they never even got to use it.

Not until today.

He waited for the man to freak out about being asked. None of the bad guys he'd ever dealt with could stand to get questioned like this. None of the teachers he'd ever dealt with could either. Heck, usually his teachers freaked out even faster. The man in front of them didn't. The wrinkles around his eyes just got deeper as he looked at them both, and when he spoke the laugh was gone. He just sounded older. "Ah, yes. Max mentioned this. I believe I was supposed to say something about the… Rust Bucket."

He saw the dweeb relax at the last two words, but he couldn't. Too many monsters and freaks had tried to get their hands on the watch for that to ever happen. He still held out his arm, though, and he only flinched a little when her Sensei reached out for it.

The man hesitated for just a moment before he touched the alien metal. " _Such a terrible burden for one so young,"_ he murmured to himself.

Ben winced as something right behind his eyes pinched at those words and he could swear he tasted the squid that Grandpa made them try months ago. He wanted to gag because he never wanted to taste the slippery fishy thing again, but the taste didn't last much longer than the man's careful prodding.

"Your grandfather told me that you couldn't remove this because of your… condition, and he gave me the form from your doctor clearing you for class," the man said as the old woman came up next to him and handed him a bandage. It was thick and soft and the man started to wrap it around the Omnitrix as he kept talking. "I informed the Senpai about it and your wish not to speak of it. I also told them that if anyone has any questions they are to direct them to me. If anyone bothers you about it, tell me and I will deal with it." He finished wrapping and tied the bandage off. "The device seems sturdy and I doubt that anyone here could damage it," Ben couldn't help the noise he made at that. He thought the man would laugh with him, but there wasn't any humor in his eyes when he met Ben's, "but it could easily hurt another student. They are also my responsibility. You must be even more careful than the rest so that doesn't happen. Can you handle that, Tennyson-kun?"

Something burned inside of Ben at those words. He wanted to laugh and shout that he'd been doing it for months now, that he knew that people could get hurt by the watch and that people already had been. He glared up into the man's eyes and if he saw even a touch of the look he saw in all of his teachers' eyes in them he would have, but there wasn't. There was something else. The man was giving him the same look that his dad gave him on his birthday and Grandpa gave him every time there was trouble. The Sensei wasn't being a jerk, he was asking if… he was treating him like a man.

And he knew exactly how a man reacted in a martial arts movie. "Yes, Sensei."

"Then we shall adapt and overcome," the man said, like that was all there was to it.

It should have been, but nerves made Ben run his hands through his hair and say, "Okay…."

He saw Gwen shuffle her feet from the corner of his eyes as she bowed again. "Sensei, may we go get ready for class?" She shot him another look as she straightened and it was her shut up, you're going to get us in trouble look.

He knew it well. Just like she knew his eye roll.

"Not yet, Tennyson-san," Sensei said, but there wasn't any humor in his voice now. No understanding either. His voice was steel. "I heard how you two spoke to each other before I interrupted. 'Doofus.' 'Dweeb.' And I saw the looks you gave each other just now. Did you think I was blind? Deaf? I will not tolerate such disrespect in my dojo."

"Sensei, it's just…" Gwen said in wide-eyed shock.

Ben just closed his eyes. "Not this again," he muttered to himself. He knew this was too good to be true. No teacher could have been as cool as the Sensei seemed.

"Tennyson-kun, you will not mutter in my presence. It does not matter if it is your first day. And yes, this. Max told me that it was just the 'pet names' you call each other," the man huffed and Ben wanted to duck his head and hide when he heard those words.

They weren't… those words. His mom and dad had pet names. He shuddered at the memory of all the things he'd heard his parents called each other. Dweeb wasn't… She was just a dweeb and he was a doofus. They weren't… He shook his head and wished he could run - he would have changed into XLR8 right then and there if he thought the blue dinosaur was fast enough to outrun those words - but the look that the man gave him made him freeze.

Sensei didn't. He didn't even stop to take a breath. "He told me that they are not insults, but I heard your tones when you used them. It is not my concern what you call each other outside of these walls, but you will treat each other with respect within them or you will take these."

The old woman who still hadn't said a word pulled two envelopes out from somewhere in her gi and held them out, one in each hand. If anything, her face was even more severe than the Sensei's.

"Mrs. Yamamoto?" the dweeb asked and her voice shook. There was writing on the one the woman was holding out to Ben; tiny, painfully neat handwriting that Ben would have recognized anywhere. He recognized the name written on it even quicker.

It was his after all.

"If you can not find it within you to give each other the respect that you deserve, then take your money back. Mrs. Yamamoto will lead you to the phone so you can contact your parents and we will bother you no further."

Ben stared at the envelope and jumped when he saw Gwen bob down next to him. "Yes, Sensei," she said, the shock gone in her voice.

And he almost laughed. He was so dumb, the guy could kick his butt, but he was just a teacher and he knew just what teachers wanted. So he bowed and said the words that he knew that the man was waiting for. "Yes, Sensei." He'd have to watch his mouth, but if he could keep from letting the hero thing slip then he could think of something else to call his dweeb for a month. It would be a challenge.

If the man followed the rules then that was that.

He didn't. "I am not the one you two disrespected."

And Gwen met his wide-eyed stare with one of her own. He saw her swallow hard and he had to, too. This was _ridiculous._ The old guy could kick his butt, but this? Ben just wanted to laugh. He could feel it building up in his stomach. Why couldn't she have just got him a _book?_

Respect? Gwen had been going on about this stupid sport forever, didn't the man have a clue? His cousin was the most annoying and bossiest person in the world. There wasn't a word he said or a thing he did that she didn't have something snotty to say about, and she treated fun like it was something she had to wash her hands afterwards. The old guy must have taken too many kicks to his head if he thought that telling him he could get the Dweeb's money back and just go was a _threat._ This was everything he'd hoped for. He could shove that stupid envelope in the Dweeb's hands and never worry about any of this again.

He looked over at Gwen and...

And she was staring right back at him, her green eyes wide and he could see her mind whirling. She looked mad and worried and he knew that she regretted signing him up for this just as much as he did showing up. It would be so easy.

If he did it first, then she could even stay. Just because he didn't want to be here didn't mean that she had to go. He knew how much she loved doing this. He'd have to be blind not to. He stared right into her eyes, the same eyes he'd seen glaring at him so many times before and he could almost see her begging him to take the envelope just to end this. He started to reach out and -

And she bowed.

She bowed to him and his hand froze as he stared at her. He stared and kept staring as she stayed bowed.

Why would she - ?

"She has shown you great respect, Tennyson-chan, is she really not worth _any_ in your eyes?" The Sensei said, and his voice was flat.

And Ben spun to him. "No! I mean yes, or I - " he said, the words a jumble in his head as his eyes went back to the dweeb. Gwen had straightened back up while the Sensei was tearing into him, but she wasn't looking at him. He couldn't even see her face. She'd hung her head and had her arms wrapped around her stomach.

So he did the only thing he could think of; the only thing that would end this, the only thing that he could do without saying another word and digging a deeper hole. He listened to her.

And he bowed back.

Sensei made a noise and he couldn't tell if they were out of trouble or if he'd just made things worse. Not until the man said, "Better. We will work on that, too."

"Yes, Sensei," they said together with another bow and this one Ben didn't mind. Bowing was better than meeting either of their eyes.

"Then go get ready, we will be beginning soon," the man said, the grin back in his voice as the woman made the envelopes disappear. The two wandered off towards another boy, who bowed the second he realized that they were there.

At least it wasn't just him.

Ben stayed bowed until lost the urge to hit the watch and run, but the urge came right back when he stood up and saw Gwen staring at him, her face as red as her hair. "I knew that you wanted to be here," she said, and then she somehow managed a smirk as she said it.

"So don't," Ben snorted, but if she thought that was why he bowed he wasn't going to say anything. He glanced at the old man and snorted again. "I just haven't met a teacher yet that I couldn't make cry and I like a challenge." He said the words, but he whispered them so the Sensei couldn't hear them. And he tried not to run anyway when the man glared over.

Where were the bad guys when he needed them?

"Whatever," Gwen grumbled as her smirk died and she shoved his arm. "The boy's locker room is over there. Find a cubby hole for your shoes and your ego and I'll meet you back out here," she said as she turned and stomped for the door on the other side of the room.

"So weird," Ben said as he watched her go, then he went for the other locker room. There were almost as many kids in here as there were on the floor. Most of them were shoving away their shoes and jackets like he was, but there were groups shoving each other as they did it. He didn't need to see the color of their belts to know that they'd been coming here for ages.

"Look at all the fresh meat," a blond boy who was almost a head taller than Ben was said as he tugged on his yellow belt and everyone with a real belt laughed. It really was just like school. Ben knew that in a second they would be stealing his stuff and calling him a shrimp, too.

Ben didn't give them a second. He didn't hide his stuff even though he thought about it, but he didn't have to stay in there with them. He hurried back to the main floor as he could and looked. It only took a second to spot the copper-red hair he was looking for. It wasn't the first time he'd been glad that she was so easy to spot and he knew it wouldn't be the last. She was standing at another door, one a few feet down from the girl's locker room and he finally caught sight of her belt. She talked and kicked alien butt like she was a black belt, but it was an orange almost as bright as her hair instead. "So many questions," he said as he hurried across the floor and tried to ignore how weird the mat felt under his bare feet. He was just about to ask them when he saw her bend over so she could reach for something and he had a much better idea.

Revenge better.

He looked for the Sensei and the man wasn't even looking this way. Not that it would be a problem. It was going to be a very respectful scare and, if he was lucky, an even more respectful scream.

He was sure he didn't make a noise as he made the last few steps, but she sniffed anyway and said, "I can totally hear you, you doo - " It sounded like it hurt when she bit off the last word. This wasn't going to be easy.

"I wasn't going to do anything!" He lied. When she sniffed again he sighed and asked. "What are you doing in there, anyway?"

"It's almost time for class and I'm getting what you need for your first lesson,"she said in a voice that was way too sweet for him to ever buy.

But he couldn't help grinning a little anyway as he tried to see what it was. The little room looked just like the janitor's closet at school, but maybe that was how the hid the good stuff. "About time we got to the butt kicking! What are you getting? Swords? Ancient mystical scrolls?"

"You were right the first time!" she said, her voice bright.

"Already? This is going to be so awe - " he started to say when she spun around and shoved a broom into his hands.

"Go kick that dirt's butt good, Ben!" she said with a laugh as his jaw dropped. He would have been furious if she hadn't pulled out another broom and started sweeping.

"This is a wax on, wax off thing, isn't it?"

"Sensei says that this is our dojo and it's our job to take care of it," she said. Then she shrugged and smirked, "but if that's what it takes to make you start sweeping, sure!" she said way too brightly as she nudged the broom in his hands. "Wax on. Wax off."

"He said that about waxing a car, not sweeping! Have you ever even seen the movie?" he asked and he got his answer when she gave him a blank stare. "You have time to read ten thousand books, but you never saw the Karate Kid? We _have_ to fix that, Gwen. I mean, it _is_ karate."

"This," she asked as she swept some dust in front of him and grinned, "is Karate, huh?"

And he swept it right back at her. "Are you kidding? This is the most important part! The rest is a snap after this!"

\- o - o - o - o - o -

"Oh, God," Ben heard someone near him moan and he hoped it wasn't him.

The mat was barely an inch thick and hardly any softer than the floor it was covering, but right now it felt like heaven to Ben. He could hear the rest of the students moving around him, some chatting, some laughing. There were a few more groans, but Ben didn't think that they came from him.

He hurt too much to make that much noise.

He heard someone walk up to him, their bare feet barely making a sound on the mat. He knew that he had to move, that he had to say something because the older kids who the Sensei said were his assistants kept looking at him as the class went on, each glance more worried.

If the Sensei didn't keep shaking his head at them, he was sure that they would have driven him crazy.

They still had their chance. He felt the mat next to him shift before he heard the words he'd been dreading. "Are you okay?"

He'd been dreading the giggle behind those words even more. Even Ben's eyelids hurt. He didn't know why, but they did. Still, he forced them to work. Gwen was leaning over him just like he knew she would. Her grin was just as big as he thought it would be, too, but there was a hint of worry in her eyes.

The worry was what bothered him the most, and what made him growl, "I'm fine."

"Good. So, you aren't having a heart attack?" Gwen asked as she sat back on her heels next to him. He didn't have a clue how she managed to make her legs fold like that when he couldn't even get his to move.

"When I can move again, I'm going to get you so bad…" Ben threatened. That was all he could do. His legs and arms felt like they were on fire. Even moving his neck hurt and he felt like he'd been swimming, he'd sweated so much. "They didn't show this in the movie."

"Duh," she said and that horrible giggle came back as she hid her mouth behind her hand. Then her eyes gleamed even brighter. "By the time you can move again, it'll be time for the next class."

He whimpered at that. He should have had enough pride not to, but that hurt, too.

"You…" she started to say, and he could hear the worry in her voice. "Did you like _any_ of it?"

He wanted to shrug. He wanted to do a lot of things, but his body so wasn't talking to him right now. "The stories the Sensei told at the start were pretty cool. They need to make a movie out of Ankle - "

"Anko Itosu," Gwen corrected and he could hear her eye roll. "And they aren't stories. They're history."

"Same thing," he said and he tried to wave his hand. He got his pinkie off the ground before he gave up. "And I guess the rest of it was okay." The show the assistants put on when class started was better than anything he saw in the movies just because it was real, but that wasn't why…

He should have spent more time watching them watching the two guys play fight, but Gwen knelt down right next to him and he couldn't take his eyes off of her after she gasped for the first time. She was so excited that she shifted her body back and forth with every kick and punch like she was playing a video game and she watched it all with her fiercest grin.

He'd seen her smile like that when he'd gone hero and they were kicking back guy butt, but she never looked at _him_ the way she did those two and he'd do anything...

It was hands-down the dumbest thought he ever had. Dumb enough the even _he_ knew just how dumb it was, but it was the only thing that kept him going when everything started to hurt.

Not that he'd ever, ever admit what it was. Not to her or anyone else. Not even Grandpa. He so didn't need that kind of grief in his life.

He could feel the mat shifting as Gwen leaned toward him. "So you'll give it a month?" She asked, her voice high with excitement.

"I'll give it Wednesday," he said back just because he knew that she was waiting for it. "If I'm still alive after that…"

"Okay," she said and he could feel her bounce on her toes and he didn't know _how_. He was exhausted, but he forced his eyes open anyway just so he could see her. Sure, her red hair had gotten darker and there was some sweat on her face, but she looked almost as fresh as she did when they'd started and it so wasn't fair. "You could at least pretend you're tired."

"Oh, I am. I'm exhausted," the queen of the dweebs said as she faked a yawn, "but isn't it nice to get some exercise?"

"It's great," Ben said as a real yawn forced it way out of him. "I thought I was going to learn how to fight."

"You are."

"All we did was a bunch of steps and stretches."

"You have to learn the basics first."

"Like I'm going to survive the basics," Ben said. He didn't even get the Sensei. No, he'd looked over now and then, but the man spent most of the class wandering the dojo and giving advice while the assistants showed off the moves that they wanted everyone to do. Of course he got the guy that could have taught Vilgax a thing or two about torture.

He didn't know how standing still was worse than having a laser saw aimed at his arm, but it was. Maybe it was the bent-legged position that the monster made him stand in before the guy went back to reciting the history of every brick that went into the dojo, or the glare he got every time he even dared to move, but by the end his legs were on fire.

Heck, he'd been on fire before and it didn't hurt as much.

When they guy told them to stand again he could have cheered because he thought it was over, and that was when they started in on the stretches.

"You did great." There was something that he would have thought was pride in anyone else's voice, but he knew her and he waited for the burn that he was sure was coming.

"Yeah, right."

"You did! I thought you'd collapse in the first ten minutes, but you made it through the whole class."

"Yay me." With that Ben closed his eyes again. Things seemed to ache just a little less with his eyes closed.

Gwen seemed to get the hint because she stayed quiet for a whole minute. And then Ben felt something tickle at the tip of his nose. He opened his eyes and saw her finger dangling just over his face. "I'm not touching you…"

Ben slapped her hand away. "I'm going to get you for this. I don't know how, but I will."

She sniffed at him and reached her hand out again. "Big talk from someone who looks like an upside down turtle."

"It's going to be epic."

"Promises, promises." Gwen stood as gracefully as she knelt down and held out her hand to Ben. "Now come on. Our moms will be here soon and we still have to help clean up."

"What?" he gasped at her.

"Wax on, wax off," she said with another giggle. She was enjoying this way, way too much.

He thought about grabbing her hand and yanking her down, but that was way too much work. "Just sweep me into the corner and kick me when mom gets here." He closed his eyes again at that. A twenty minute nap sounded so good right now.

A twenty year one sounded even better.

Gwen nudged him with her foot and it should have been so gross, but he didn't even flinch. "You should walk around a little, or at least stretch," she said, the laugh gone out of her voice.

The idea made his shudder. "I've done that enough for one life, thanks."

He heard her sigh. "If you think it hurts now, just wait until you start to cramp up."

Ben opened one eye in horror. "This gets _WORSE_?"

"Much."

Ben held out his hand. The move made him mutter a word his mother didn't know he knew and earned him a glare from the girl who'd better not tell if she knew what was good for her. Or had any pity in her heart whatsoever. "You didn't have to look so happy when you say that."

"I so do," Gwen smirked as she took his hand.

That was just too much. He grabbed her hand and pulled. She gave a little yelp of surprise as she tumbled down. Her free hand slapped the mat right next to his ear and she glared down at him through the five whole inches of air that separated their eyes. "Feel better?"

"Much." He grinned up at her. She blew at her bangs in frustration and stood back up. He held out his hand again, and she just sniffed. He sighed as pushed himself up off of the floor and he heard someone that he really hoped wasn't him groan the whole way up.

"Baby," Gwen teased as she bent down and picked up a small bottle of water he never noticed her carrying in or setting down. He made a little whimper and stared at her as she gave it a little sip. He kept on whimpering until she opened her eyes just so he could see her rolling them, but she held out the bottle anyway. He swiped it out of her hand and downed the whole thing in two quick gulps.

He didn't care if her lips had just been on the bottle, or the cooties that went with them. It was still the best water he'd ever tasted.

"You could say thank you," she muttered as he burped, but she must have decided that he'd suffered enough, because she wrapped his arm around her shoulders and helped him hobble his way back to his locker room.

"One more month?" Ben said as they went. He did not whine. He wanted to, but he was a hero and heroes didn't whine. They could complain, though. As long as they did it grumpily enough. All his comics agreed on that.

"Well, eleven more classes." Gwen said. Her smile fading a bit. She nudged him with her hip as they walked. "And you really did do good, Ben." Ben just snorted. "Take a look at the rest of the firsties."

Ben finally looked at the other three people who had started today, too. None were on their feet. One guy was curled up in a ball and the other two had either passed out or died. He eyed them and sighed, "I wish I was that lucky."

They stopped at the locker room door and she eyed it and then him. "Are you going to be okay? I can ask someone to get your stuff for you."

No. He felt the word on his lips, but he made himself nod. "I can do it," he said as he raised his chin. Then he shot her a look. "You're going to stay right here, right?"

"Yeah," she said, and this time she smiled a smile that didn't look mean at all. "We've all felt like this, Ben. You did good."

That smile got him through the door and to his nook. The room was packed and he could hear the guys making the same jokes that they were before, but he didn't have the energy to care. The winter jacket went over his shoulder because cold air sounded so good right now and his shoes…

He spent a couple of minutes eyeing his shoes. Finally he picked them up and hobbled back out the door with them in his hand. He got back out the door and saw Gwen standing there worrying at her hands again. "You're okay! I thought you fell over or something!"

"Can I?"

"No."

He held up his shoes and socks. "I don't suppose I could talk you into putting my shoes on for me…"

She wrinkled her nose and backed away. "Not even if you paid me."

Ben sighed and stared. Finally he pulled out the socks out of his shoes and jammed them into the pockets of his jacket. Then he dropped his sneakers and shoved his feet into them. He didn't bother to tie the laces, they could wait until he could bend over again. He could hear Gwen snickering as he did and he muttered, "Whole worlds of payback. There are going to be _legends_ about what I do to you for this."

"It's so worth it," Gwen said as she slipped his arm around her again and helped him cross the dojo. She leaned him against the wall next to her locker room and he just stayed there while she disappeared inside.

He did not fall asleep. He knew that. He was just resting his eyes. Eyes he didn't bother to open when he felt a hand on his arm. He just muttered, "I'm coming," and hoped Gwen would lead him back to the parking lot.

"Yeah, yeah. Come on, hero," Gwen said as she took him by the arm and started pulling him to the door. "You are being such a baby right now. I can't even - " she started to say. They'd only taken a couple of steps when the words ended in a hiss and her hand tightened around his arm hard enough to hurt.

"Ow!" Ben shouted and pulled his arm away. "What was that-" he started to shout when he realized they weren't alone. He slammed his mouth shut as he stared.

There were three girls standing in front of them. Three girls who so weren't in their class. He could tell just from the clothes that they were wearing. He wanted to turn and snap at his dweeb because they weren't wearing these doofus outfits, but they weren't wearing normal clothes either. They had jackets on, but their pants were so shiny and stretchy that they looked like they were made out of something that belonged in his comics and not real life.

He didn't know _any_ of them, but the girl in the middle had long blond hair that almost look familiar. She was wearing purplish-pink pants and the same black jacket that he'd seen the dweeb drooling over in some magazine or other during the summer. She'd gotten so mad when he saw how much it was and broke out laughing because it cost more than his Gamestation. She might be the favorite, but even that had limits.

Like _reality._

The girl on the left had hair just as long, except it was wavy and almost his hair color and she was wearing bright purple pants and a green coat while the one on the right could have been the Sensei's daughter. Her jacket was as white as her short hair was black and her pants a bright green. All three were tanned like they'd been on the beach and he didn't know how they could be that crazy when it was freezing outside and had kind of smiles he'd only ever seen in the movies or dentist ads before.

"Marci," his dweeb said to the girl in the middle, her voice flat while _that_ smile spread out over her face again. "What are you doing here so early? Your class doesn't start for another hour."

"You know how it is with parents, Gwen," the blond girl shouted as her smile spread even wider. "Mom had some _important_ people to see and I knew that my Bestie would be here so I had her drop us off on the way." She threw herself forward and wrapped her arms around Gwen in a hug as she babbled and leaned in to kiss his cousin on each cheek. "Besides, I barely saw you at school today and I never got a chance to tell you how sorry I am that I missed your birthday party! I was _really_ looking forward to it, but my parents just had to go skiing. You understand, don't you?"

"Of course I do," Gwen said and her smile looked so _fake_ that Ben couldn't believe that anyone bought it.

"Girls," Ben muttered to himself as he watched Gwen turn to the other girl's cheek and her face twisting right before she made the kissing sound. Neither of them even glanced at him as they did _whatever_ that was, but the Asian girl on the blond's right did.

"We're sorry, too, Gwen," she said, her eyes bright as she stared at Ben. "We were just _so_ busy."

"That's okay," Gwen said as she backed away from Marci's arms, but her smile didn't move. "I know how it is during the holidays."

"You're always _so_ understanding," Marci said again as she giggled and Ben didn't know why. He didn't know why the other two joined in, either. "That's what we _love_ about you, Gwen."

"Why get mad over something like that? I know you would have come if you could have," Gwen said back. None of them raised their voices or stopped smiling and Ben couldn't figure out why he felt like he should be reaching for the Watch.

"You know we would have, _Bestie,"_ Marci said and her smile got even bigger. Then her eyes darted down to Gwen's neck and her hands went to her mouth. "You're not wearing the necklace my mom sent you! Don't you like it? She was so sure that you'd enjoy getting something _pretty_ as a present for a change and she knows how _hard_ it is for your parents to get nice things."

If he didn't know her, he never would have seen the way Gwen flinched when she heard that, not that he could figure out why. God, he wished he wasn't so tired and that he got girls at all. "It's at home. You know that we can't wear jewelry in class. I sent a thank you note, but tell your mom that I loved it when she picks you up tonight?"

"Oh, I will," Marci said before she sighed as she looked at Gwen again and wrinkled her nose. "I don't know why you insist on taking Karate, Gwen. You always look _terrible_ when class is over."

The girl on the right giggled at the same time and said, "And maybe you can't wear jewelry there, but Mrs. Sartell doesn't have any problem letting us wear ours during yoga."

"Well, Mrs. Sartell teaches _girls_ in her class," the Asian girl to the left said after and all three giggled while Gwen took a step back, her eyes darting from one to the other as her fingers flexed.

"There are girls in our class," Ben said with a frown as he thought as they finally said _something_ that he understood. He glanced at Gwen again and her face was red, but she didn't look anywhere near as bad as he felt. And there were a few other girls in their class. Not many, but he was sure that he saw four or five besides Gwen. One of them even helped teach.

" _Are_ there?" Marci said as she looked at him for the first time and ran her hand through her hair. "And who are you? I don't remember ever seeing you before. Aren't you going to introduce us to your new _friend,_ Gwen?"

He heard Gwen suck in a breath and he swore he saw her shake her head, but she waved her hand at him anyway, "Marci, Blair, Olivia, this is Ben…"

"Ben!" Marci said with a happy shout as she launched herself forward and Ben froze in her arms. "Any friend of Gwen's is a friend of ours, isn't that right, girls?"

The other two darted for him and Ben felt his heart pound as he took a step back. "We aren't friends! I mean, she's my cousin, so…"

He was sure that he was going to say something else after that, but it disappeared when Marci hit him with the biggest, brightest grin he'd ever seen. " _Really?"_ she purred the word out before she turned and looked at Gwen. "We really should have known, right girls? Who would want to spend time with Gwen besides people who had to?" she asked and she paused for a second before she added, "and us."

Something just went horribly, horribly wrong. Ben felt it in his stomach and he felt it in his arm. He knew it even before he spun around and looked at Gwen. He knew it when he heard the noise she made when he said that, but anything he was going to say died on his lips when he saw her face. She looked so white, and her green eyes were huge as she stared at him. Huge and wet with tears.

And then the lights flickered and she went _pale_ as her eyes shot up to them. Ben watched her shake her head as her eyes got bigger and she whimpered, "Nononono," before she shoved her way through the three girls and ran for the door.

She actually _ran_.

Ben stared. He couldn't help it. He'd never seen the dweeb cry before. Not in years and years. And the look she gave him…

"Gwen!" he tried to shout, but his mouth didn't cooperate and she was through the door before he could try again. He _made_ his body move, but his aching legs barely made it a step before a pair of arms wrapped around his and held him still. He spun around and glared at the blond who was holding him in place.

"I would give her a second," Marci said as she squeezed his arm again before she let him go, her smile a smirk now and her eyes gleaming. "Anyone who knows _anything_ about girls knows that."

"I would hate it if someone walked in on me crying," the girl in the white pants who might have been Olivia or Blair, he didn't have a clue, said with a nod. "And as for Little Miss Perfect… I bet she'd just _die."_

"That would be horrible," the one in purple said. She had her hands over her mouth and it didn't stifle her giggles at all. "Do you think that she has her little cry written in on her schedule? Or is she out there penciling it in right now?"

"That's enough," Marci said as she met Ben's glare head on and the other two shut up. They even bit down on their laughs. Then the blond girl sighed and shrugged at Ben. "I'm so sorry that you had to see that. I know that you're family and everything and that you think you have to protect her, but come on. You _know_ her. She _always_ thinks that she knows everything and that she's the best at everything and that the rest of us should just do what we're told even though she's just a..." her voice got lower and angry with ever word until it almost sounded like she was growling before she gave him a look and bit off the last word. Then she tossed her hair again. "And the worst part is how she sucks up to every adult she can so they let her get away with it." She let out an angry sniff and gave him a warm look. "Look at who I'm telling. You must be even more sick of it than we are."

"Yeah," Ben said because it was true enough. Kinda, "but…"

"Hush. Can you imagine what she'd be like if she didn't have us to keep her in her place?" All three girls shuddered. Then Marci reached out and touched his arm again. His watch arm. " _Everyone_ who matters knows it."

And they were right. Half the things he did was just to keep Gwen from getting too smug, but only half of it. The rest… "Everyone?" He said as his stomach twisted and he figured out where he'd seen smiles just like theirs before.

Marci grinned and nodded. " _Everyone."_

"That's funny," Ben growled out because they weren't wrong, but they weren't right either. His dweeb was bossy and annoying and so sure that she was right that he could scream, but that wasn't all she was. It wasn't even close. And they fought, but he'd never made her _cry._ Not in years. He didn't and no one else could either. He shoved the hand off his arm and spat out, "the _only one_ who matters just ran out of here.'' Then he turned his back on them and walked for the door just as fast as his legs would let him.

He ran the words over in his head again and again as he did. He thought that they sounded bad-ass, and he almost felt proud.

Then he heard the giggles break out behind him. The giggles and the words, "Gwen's got a boyfriend!" and it turned out he could go faster after all

He shoved through the door and only stopped for a second when he saw how dark it was. There was still some sunlight, but the streetlights and the lights along the front of the dojo were all on already. He craned his head as he slipped through the crowd at the door and tried to spot her blue jacket or her red hair, but he already knew that she wasn't there. She'd never stay in the crowd not if she was…

And just thinking about her… made his stomach twist and he didn't know _why._ It didn't matter, either. Not now.

Ben's hand went to his jacket pocket for his cellphone before he remembered that his mom wouldn't let him bring it and Gwen had left hers at home anyway. "Figures," he muttered, but he'd never needed a phone to find her before. He just needed to think like the Dweeb.

His eyes went to the fence that separated the lot from the park next door before he even noticed everyone staring at it or the murmurs of… "Is she alright?" and "should we tell Sensei?" even reached his ears.

Ben's feet itched to run for the park, but he heard a voice in the back of his head that used to sound like Grandpa's whisper, _Take a second and be sure, doofus._

"Fine!" Ben muttered right back before he rushed over to the group and grabbed the closest one by the arm. It just figured that it was the same tall blond boy from the locker room. The boy spun around and gave him a dirty look before he finally bit out a "What?"

Ben didn't care. Not about the boy's attitude or the fact that he was a foot taller or that he actually _knew_ what he was doing in the dojo. "You saw the… you saw Gwen? Which way did she go?!"

The boy crossed his arms and glared. "What's it to you?"

"She's my…" Ben growled at him because it was better than screaming at the boy for wasting time. He just wished that he _knew_ how to end the sentence. The truth didn't go so well five seconds ago and he _so_ wasn't making that mistake again, but he didn't know what else to say and before he could even try to figure it out the lights flickered again.

Everyone's heads shot up as the lights that lined the edge of the roof went out. They came back before anyone could do anything more than stare and mutter, but they surged back with so much power that the lights hummed and shined like spotlights for just a second. A second too long for one of the bulbs at the edge of the building, which popped with a flash of lightning and the tinkling sound of broken glass hitting concrete as someone screamed.

Ben just stared as the rest of the lights went back to normal before he rounded on the boy again and grabbed him by the black winter coat that the kid was wearing over his gi. "Where's Gwen?! I heard you guys saying you saw her, so where - ?"

"Dude!" the tall blond shouted as he smacked Ben's hands away and backed up. "Go be crazy - "

"Someone get Sen - " another of the boys started to say.

Then a third gave Ben a look as he cocked his head to the side. "Hey. Aren't you the newbie that Feet of Fury was showing around?"

Ben stopped and stared at that even as his left wrist kept itching and his stomach got tighter. "Feet of - ?" Even as freaked as he was, he couldn't help the smirk that followed a second later. Oh. Oh, that was blackmail _gold._

The lanky blond boy eased up a little as some of the fire left his eyes. "Oh. Oh yeah. You must be… She went that way, dude," he said as he nodded his head over at the park. He shook his head as he added. "She jumped the fence like it was nothing, too. We never knew that she had it in her."

Ben's smirk turned into a grin at that. "That's the dweeb for you. Thanks!" he shouted as he ran the way he wanted to all along.

"Hey! We're not supposed to - !" the lanky blond boy shouted at his back, but Ben was so _beyond_ caring about things like jumping fences. Especially when the lights flickered and went out _again,_ only this time it wasn't just the dojo. This time every light on the street went with it. Including all the ones in the park.

"Hate this town," Ben muttered as he hit the fence just as the cars at the intersection just past the dojo started to honk because the red light there was out, too. He heard it all and his stomach turned into a knot as he waited for the crash that he was sure was coming, but somehow it didn't so he didn't stop. Not even when someone outside the dojo let out a little surprised scream. They weren't hurt, he _knew_ what those screams sounded like and that so wasn't it, so he just ignored it as he jumped at the chain linked fence.

If this wasn't Hero Time yet, it would be soon and he couldn't go Hero without his Roo Wonder.

Not that his body was the least bit happy about any of this. His arms and legs _screamed_ at him as he climbed the links. The fence was barely taller than he was, but he still felt sweat dripping down his back when he reached the top. "Come on, wuss," he muttered to himself as he panted for breath and kicked his feet over the top.

He'd climbed _so_ many fences that were taller than this one over the last few months, but he'd never done it after an hour of karate before. He'd never felt his legs almost give out when he hit the dirt again either as more people shouted behind him.

Or they did until a Sensei barked out, "Silence! Are you my students or a pack of strays howling at the moon?! Come back inside and - "

That cut down on one worry as Ben made himself run down the jogging path. Two if there wasn't a jogger around the next bend. Ben reached for the watch as he made his aching legs run faster. He didn't even need to look for the button anymore, he found it by instinct now. He just wished that the dial did something besides beep so he didn't have to look at it to get XLR8. The park was huge and -

And Ben stopped dead when he went around the path's bend because he wasn't alone any more.

He stared at his cousin as she just stood there at the edge of the path with her arms against a tree and her face buried in her arms. The sun was just barely out and the tree branches blocked most of it, but he could still see her shoulders shaking and hear her breath come in short sharp gasps as she muttered, "Stop. Just _stop_!" to herself like she was -

Like she was -

But she _couldn't be!_ Gwen didn't…

Ben breath caught as he just stood there and stared. He squeezed down on the dial, but he didn't twist it or slam it down. He wanted to, he would have given _anything_ for an alien that could help with this, but he knew that he wasn't that lucky. Not if she was…

She was _crying_ and he didn't know what to do.

He didn't know how to fix this. The only thing he could think of as he tried to swallow away the guilty lump in his stomach was to give up on the whole hero thing and run the other way and pretend he never saw any of this. It's probably what she wanted anyway.

His sneaker barely made a sound in the dirt as he took one step towards her instead, but she heard him anyway. Gwen's head jolted back from the tree like the thing was electrified and she scrubbed at her eyes with the sleeves of her jacket, but she didn't turn around. "I'm fine!" she said like _anyone_ would believe that. They'd have to be blind and deaf to, and even deaf people could have heard how broken she sounded.

"Yeah, right," Ben said, the words slipping out almost before he could even give them a thought and the second he heard them he dug his fingers into the Watch. He didn't have a _clue,_ but you didn't have to be a genius to know that those were the wrong ones.

The dweeb was, and that only made it _worse._ Gwen's breathing before had been too quick and almost too soft for him to hear, but he _heard_ the gasp she made now just like he saw her hands tighten into fists as she spun around so fast that she kicked up the packed dirt at their feet. Her face was almost as red as her hair as she glared right at him. " _You!_ What do _you_ want?!"

She spat those words out and they felt like a punch in the gut. They were enough to drive Ben back a whole step before he caught himself. Grandpa. Grandpa would know what to do, but he wasn't Grandpa. "There's - " Ben started as he stared. Her eyes were bloodshot, but that just made her look even angrier.

They were wet, too. He could deal with her being mad, he had a _lot_ of practice getting her that way, but he didn't know…

"Are you - ?"

"I'm _fine,_ Ben!" Gwen shouted at him before she shook her head and turned her back on him so she could storm off. "There. You checked on me. Just go - "

"Yeah, _right,"_ Ben said and this time he meant it. This time he didn't stop with a single step towards her. He dashed for her. "No one's buying that, you - " he said as he reached out for her arm.

And she must have sensed it somehow, because she spun out of his reach and back around on him. "What do you even _care?!"_ Her eyes were wide already, but they turned into dinner plates when they met his and her breath came in ragged gasps as she stomped her foot. "Just leave me alone, you _DOOFUS!"_

Something made the fine hairs on his arms stand up as she said that. It made him back up a step again, too, but it didn't do anything to the scowl on his face as he made himself stop. His glare met hers and he hoped that she saw the same lightning in his eyes that he saw in hers. "No."

Gwen's head rocked back at that. So did the rest of her as she took a step back and tripped on something. He started to rush toward her as she fell on her butt, but the look in her eyes stopped him. "Are you deaf, you Doofus?! I said go away!"

Stopped him for a second. Then he took another step toward her anyway as he held out his right hand and grinned. "I know, but since when do I do what you say?" The joke came easy, but his heart kept hammering as he looked at her and have to admit that he didn't have a _clue._ Not about what was wrong or how he could fix it, he just knew…

He didn't know. He just hoped she'd laugh or roll her eyes or _something._

She didn't laugh or roll her eyes. "What's _WRONG_ with you?! Not even you can be _THIS_ stupid!"

Ben just laughed at that. "Wanna bet?" Stupid was easy. He could handle doing stupid things. It was smart stuff that tripped him up. And it was easier to play dumb than admit it.

" _ **GO AWAY!"**_ Gwen shouted and then she shoved her hands over her mouth as her voice echoed against itself.

He looked at her and something made him want to take a step back, but he didn't. He shook it off like Wildmutt shook off a bath and took another step towards her instead. Two more and he could reach her. "No."

" _Why?!_ Don't you get it?! You don't have to _pretend_ anymore!" Gwen shouted at the top of her lungs as she slammed her fists into the dirt. She sounded as mad as he'd _ever_ heard her, but that wasn't what made him forget about the new weird. It was the way her voice shook. "You don't have to take any more karate! You don't have to be seen in public with me! You don't have to call me when you want to go heroing anymore or worry about me hogging your summer with Grandpa! You win! You were right and I'm just a dweeb! That's what you wanted, isn't it? Just stop pretending and _**GO AWAY!**_ "

Ben stopped dead in his tracks because that _was_ everything that he ever wanted. Or it was. He didn't have any clue when any of it changed, but it did. So he grinned at her and shrugged. "But we're a team. What fun would any of that be if I don't have you there to annoy me?"

Gwen's eyes went wide again at that and he could see the surprise she felt written in every twitch her face made. Then she shook her head and laughed. It was a harsh laugh made all the worse with the freaky thing that she was doing with her voice. It was the kind of laugh that hurt almost as much to make as it did to hear and it wasn't just angry, but it was sad and scared, too. "We're not a _team!_ We're _not - We're not -_ I'm just your _cousin!_ I'm just your _sidekick!_ "

"Well, yeah," Ben said and she ducked her head at the words, her face twisting like he'd just punched her and he didn't know how someone so _smart_ could be so dumb sometimes, "but, heroes need their sidekicks. Who else is going to be there to watch my back? Or to keep me from doing something dangerous." He couldn't stop the grin. "Or fun."

"But… but…" Gwen looked so lost as she sat there and stammered that he just wanted to…

He just wanted to _smack_ himself for even thinking _that._ Giving her a hug? Ugh… But he did smile at her and for once it wasn't a tease. For once, it was _real_ because she was _looking_ at him and some of the rage was melting away. Just some, but…

But he could still hear her taking sharp little breaths, he could still see her _shaking_ and he just couldn't… Not when she started to hold her hand up. Not when she was looking at him like she'd never seen him before. So he ignored every bit of him that cringed at the thought and reached out to her because that's what _heroes_ did.

Even if the dweeb _was_ gross, she was still _his_ dweeb. He felt his fingers brush against hers and -

\- o - o - o - o - o -

"Ben! Ben!" the world roared in his ears.

"Owwww…" That noise slipped out from between Ben's tingling lips as he slowly made his eyelids open. For a second he saw bare tree branches and a red sky over his head, and then they disappeared as red hair and a painfully white face blocked them out. It took him a second because his brain was wherever his fingers were before he croaked out. "Dweeb?"

Gwen's green eyes were _huge_ as they stopped darting around and went right to his. Her lips twisted like they wanted to laugh or scream and she wouldn't tell them which one, which _so_ wasn't her. Neither was the happy shriek that she let out right in his _ear_.

He made his tingling hands move then, to block out her voice or slap away her hands because she always got so _touchy-feely_ whenever he got hurt and it was _gross_ and _wrong_ and… and…

And she wasn't. The world spun just a little as he made his head tilt up so he could see why and that just made her shout some more. "Just lie down, you _doofus!_ You could be - ! "

"Don't bug Grandpa - " Ben started to say before he remembered that they'd left their phones at home and the words felt funny in his mouth, but not as funny as seeing her with her arms wrapped tight around her middle, but it didn't hide the fire of the magic around her hands. "Are you - ?!" he asked as he pushed himself back up and he felt like he was moving in slow motion as his head darted around. "Where are they? What hit us?!"

He didn't see anything but trees and little green sparks that were dancing all around them that almost looked familiar, but wouldn't go away no matter how many times he shook his head. Not that _that_ meant _anything._ They'd gone up against invisible baddies before. His right hand felt like it was covered in ants, but somehow he got it up, somehow he started to reach for the watch before the shouting started again.

"Stop it! There's no one else here and I'm _fine!_ Just - Just lie _down!"_ Gwen shouted at him as she shook her head and blew out a breath, but she didn't shove him back down. She didn't even _try,_ she darted away from him instead. "You're the one who - who - " Her mouth stopped making words as her eyes kept darting all over him as the blue light at her sides kept getting brighter.

"Then what's with your hands?" He asked as he reached out for her.

"Don't!" the girl hissed and jerked away from him. She moved so fast that her hands shot out so she didn't fall on her butt and the second they did she gasped.

It was weird and freaky and super cool the first time that Ben saw the saw the blue light burst into life around them, but he'd almost gotten used to it since they got home. Almost. It was still wicked awesome, but he could play it cool now when the dweeb started saying her nonsense words and the glow appeared.

But she wasn't saying those words now. She wasn't saying _anything_ as she stared at her hands, too. That was his first warning sign.

The blue glow always stopped at her wrists before. It wasn't now. Even as they were watching it was inching its way up her arms, and then she blinked and her eyes started glowing, too, right in the black of her pupils that were way too wide. Just a spark at first, but enough to catch the wet tracks under her eyes.

"What are you - ?" Ben hissed at her as her breath turned into ragged gasps.

"Nothing!" Gwen whispered as she shook her head. "I'm not - I'm not!"

Ben stared at the light as a little purplish-pink dot burst to life inside of the blue light just over her ring finger. Ben stared at it for almost a second because it looked just as familiar as the green sparks and he reached out for it and -

"No!" Gwen screamed at him as she jumped back. "What's _wrong_ with - " she started to shriek at him and a dozen more of the pinkish sparks appeared around her. "Nononono!" she said as she got up and _ran._

"What are you - Dweeb!" Ben shouted as she disappeared and he rolled over and pushed himself up on his arms even though everything _hurt._ "Gwen!" he screamed at her, but she didn't listen.

She never listened. Not about what was cool or about this either. "Come on, let's show her why you're way more awesome than her stupid - " Ben said to the watch as his hand flew for it. He couldn't really feel his fingers, but he still didn't have any trouble finding the button. That wasn't what made him freeze.

It was the way the Watch face was blinking green.

Ben's breath caught and his brain froze as he stared at it, as he waited for the light to burn orange and -

\- the tunnel and her shoving him as she screamed his name. As he screamed hers a second later when he realized -

\- and then the Watch's face just went _black._ "No," Ben whispered, the word forcing its way out of him. He shook his arm like that would help and he was just about to freak, but…

But the dweeb needed him more than he needed the watch. He wanted to freak, but… He gave the Omnitrix one last look as it just sat there on his wrist before he shoved himself up and ran the best he could. He ran right by the marks his shoes left in the dirt before he ended up on his butt and he tried not to think about how many steps he had to take before he did. Then he just started shouting for the dweeb.

The park was _huge._ He'd XLR8'ed through it a dozen times while he waited for her to show up so that they could study so he saw _everything._ it had a baseball field and a basketball court and enough clearings that people could picnic on, but none of that mattered. Not when he knew the only spot she could be heading for, the one that was the quietest and the best place for an alien or a witch to hide in.

Theirs.

He just wished it wasn't all the way on the other side of the park. His feet felt like lead but he made them move anyway. He had to if he was ever going to -

Gwen didn't make it. She didn't even make it twenty feet down the jogging path.

Ben barely got twenty feet before he saw the blue glow that was brighter than the sunset now through the trees in front of him. He felt like he would fall down in any second, but he made himself go even faster at that so he could catch up.

He didn't have to.

If it wasn't for the glow he might have run right by the clearing without ever thinking about it, but Gwen was her own spotlight. Even if he somehow missed the unearthly glow she was giving off he never would have missed the wind that poured out of the clearing as her magic raged inside. Wind that tore his coat right off of his shoulder and sent it to the sky.

He felt the coat go and forgot it right after as he stared at the grassy spot she'd found. It was just big enough for a half dozen picnic blankets, but somehow she still managed to get clear to the other side. Gwen had her back against a tree as she tried to shake the energy off of her arms. The blue was blinding and wrapped around her whole body now and that should have been bad enough, but he'd seen her like that once before.

He'd never seen the pink sparks in the glow before and there were so many more now. Enough that they clouded the blue out like that swarm of alien bees had, back when Grandpa insisted that they go down and see a real coal mine last summer and they found the hive.

Heatblast saved them then. Ben knew that the alien couldn't now, even if the watch was working. None of his alien forms could. What could they do, punch her? Just thinking about it made him feel sick.

It was _Gwen._ She wasn't a bad guy. One of his aliens might be able to deal with the magic better, but that was all. She didn't need aliens now any more than he needed a witch when Grandpa's lizard girlfriend came into town or the Watch almost went kaboom. He was sure of that.

Ben ran for her as she rocked there on the balls of her feet and he could hear her saying something even though he was twenty feet away and it only took a few more steps before he could hear what. " _Fini! Despelli!_ " The dweeb called out her nonsense words and he could _hear_ her voice shaking as the light just flashed brighter before she gave up and just started whimpering, "Stop! Stop! Please, please stop!"

"Gwen!" Ben called as lightning flashed inside of her aura and her head shot up from her hands.

She looked right at him and he couldn't see even a speck of green in her eyes. Not with the blue inferno burning in them, and the same pinkish-purpley sparks that were there. "Stop!" Gwen begged, the anger gone and only fear left as she tried to back away and fell on her butt instead as more of the blue around her burned pink. "I can't… God, Ben, I can't control it! If you get any closer you're going to get hurt!"

Just looking at her made his heart race and his palms sweat. He eyed the magic and he knew he was going to do something stupid, but… "How many times did I tell _you_ that this summer? When did it ever stop you?"

She never ran and he wasn't about to, either.

But he couldn't help the gasp as the wind went from thunderstorm bad to horror movie bad and clawed at him. The wind felt solid and trying to push through it felt just like it did when he was Ghostfreak and he had to go through a wall. Then there was a flash and a boom right before the storm picked up and knocked him on his butt.

He sat there and stared at her as he tried to get his lungs to work and his brain to think and that _so_ wasn't fair. Thinking was _her_ job. He his hand shot to the watch, but he froze because it was already beeping at him before he even hit the button and he watched the green light under the faceplate blink a dozen times before it settled and turned back off.

"No!" Gwen whimpered when she heard him and and curled in on herself again like she was trying to pull the magic back in and her aura just burned brighter. "Stop! Stop! Don't hurt him! Please, pleasestoppleasestopstopst- !"

The magic _hurt,_ but nowhere near as much as seeing her rocking back and forth with her hands over her head. Violet lightning flashed again and it still didn't stop him.

Besides, she'd walked through worse for him.

So he shoved his way through the wind until it was a wall in front of him and he was sure that it wouldn't let him take another step even though the dweeb was _right there_. It barely even let him lift his left arm enough to see the watch's still black face. "Oh, come _on!"_

He wanted to scream, but the dweeb beat him to it as her aura flashed and lightning jumped from it to the tree she was huddled next to and _shattered it._ Ben threw his hands up as the pieces rained down on them, but the wind whipped them all away before the could even get close. "Just _go!"_ his cousin screamed at him even as she wrapped her arms around her stomach and sank into her self.

Ben sucked in a breath before he felt his face twist and he shoved himself into the wind. "As _if!"_

She just curled up deeper as he closed the last few feet between them until the aura was just an inch away as it burned at the air. His right hand _hurt_ just looking at it, but…

But _nothing._ Ben shoved his hands into the magical fire anyway and the world flashed in front of him again.

Flashed with a green light every bit as bright as the light around her. It was so bright that he was amazed that he was still Ben when he looked down and saw his hands, but it wouldn't have mattered if he was Ripjaws, he still would have grabbed for hers as the green light went away and her magic roared.

Ben closed his eyes and tried to cover them both as the magic rushed back over them and he knew it would _hurt._

And it did. He'd licked a battery once when he was little on a dare and it felt like that times three thousand, only it was all over his body instead of just his tongue as he blindly grabbed for her.

And then he touched her hands and the jolt was gone.

The wind stopped shrieking in his ears, too, and for a second he thought it was over, but when Ben opened his eyes he could see the magic still tearing at the grass and trees around them. It was just quiet in the center of it with her. Quiet and pink everywhere he looked. Everywhere but his hands, which almost…

Then he forgot all about that as the dweeb's head shot up and she stared right into his eyes. Hers burned with magic and were so bright that he wanted to squint, but he didn't. Not when she was looking right into his eyes.

"I can't stop it!" Gwen whimpered after she flinched at his touch and looked up. Her eyes were terrified and desperate and he felt her fingers move against his hands as she tried to do whatever it was that moving her fingers did to her spells. "The mana - I can't… It won't _stop!_ I can't control it!" she shrieked over the wind.

And Ben didn't know what to do. He didn't know anything about magic. He didn't know anything about anything except for the watch. That thought made him stop and then it made him laugh even as he braced himself against the wind. "Then don't! Stop fighting it! Stop trying to control it!"

The dweeb froze because of course she did. She shook her head again, she shook it so hard that her hair came loose from the blue hair clip that she always kept it in and the strands danced around her head. "You don't know…! I have to! The book said I have to!"

"Books," Ben scoffed. "What do they know? Me? I know that I can't _make_ the things in this Watch do what I want. If I could, I'd have a lot more heat vision! I have to figure out how they work and let them do their own thing until I do! How different can this be?" _Please, please don't be that different._ He didn't want to go hero even if the watch _was_ working. He didn't know what to do after that except get her to Grandpa as fast as he could and he didn't know what Grandpa could do that would help.

Gwen stared at him like she couldn't tell if he was an idiot or right and she was terrified of both.

So he laughed again even though he could feel her pulse racing against his fingers and he _knew_ his was going just as fast. "I know this hurts, but for once in your life you have to _let go!"_

She winced like the words were a slap, but she took another deep breath and nodded as she closed her eyes. He felt the energy surge around them as the pink light ate away what was left of the blue. He heard the boom as another burst of lightning _shattered_ a tree next to them as the wind kicked up and tore branches from the rest. He saw all of that and he was sure he was wrong.

If the watch was working, if he could have gone hero without touching the dial he would have. The only thing he could think of doing was scooping her up and running her to Grandpa even though he didn't know what the man could do. He still would have done it in a heartbeat if he could, but he couldn't. Even if the watch was working he couldn't without letting go of her hands.

It would have meant letting her think he'd left, that she was alone, and heroes didn't do that.

He just squeezed her hands tighter and pressed his forehead against hers. "You've _got_ this, Dweeb!" He should have shouted those words if he wanted her to hear him over everything, but he didn't. It didn't seem right so he whispered them instead.

He kept holding on even after there was another burst of pink lightning, even as her eyes burned and her forehead felt feverish hot against his and he was sure…

"You've got this," he whispered one more time with everything he had as the light burned around them.

And then the storm and the aura both started to ease around them. Math classes took less time, but the wind died down and the aura pulsed and faded bit by but until it was a just a glow that was barely brighter than the fading sunlight. It was still the weird purplish-pink color, though. He looked and he couldn't see even a speck of the normal blue in it anymore.

He didn't know what it meant and he didn't care. It didn't matter, not when she sagged against him. Glowing stuff didn't matter as much as the feel of her head as she pressed it into his shoulder or the sound of the shuddering breath she let out as she did it.

The light surged one more time as it did, but it felt different. It burned before, but it didn't burn now. It just felt… warm. Warm and almost as soft as the hair he felt pressed against his cheek.

Some sick part of him missed them both when she pulled her head away and the glow followed with her. Her eyes were so wide, but the burning light in them was gone, as she stared at the aura around their hands and for a second it burned brighter, and then she let out a little clipped laugh and it started to fade again. "It worked."

"Of course it worked. I knew it - " Ben scoffed again just loud enough for her to hear because her hearing that was a lot safer than her hearing how hard his heart was pounding.

Now that the storm was over, he didn't know how she couldn't.

Gwen scowled at him and he remembered that safer didn't mean safe as he braced for a smack when she yanked her hands free, but there wasn't anything in the world that could have gotten him ready when she wrapped her arms around him instead. "Thank you," she whispered right next to his ear as she hugged him tightly.

Every neuron in his brain knew that he should push her away. That this was gross and wrong and…

And…

And he could feel her shaking. He didn't listen to teachers and he couldn't think of a single reason he should listen to his brain, either. So he let her hug him. He might have even hugged her back. Might. "Why?" She whispered even as she shook.

"Why what?"

He felt her press her face harder into his shoulder and he didn't even realize he was hugging her back until he saw his arms around her. "I… When you touched me… I _hurt_ you and - "

"Please," Ben scoffed as he waved his right hand under her nose just to show her that his fingertips weren't even red. "Ego much? I'm barely even scorched."

He hoped she would shove him away for that, or at least smack, but the dweeb just shivered again. "I've been… I've been losing control of the magic since Christmas. Why didn't you _listen?_ Why weren't you _afraid of me?"_

"Because…" Ben started and the joke was right there, but… Then he stopped and thought. He'd been scared for her, but afraid _of_ her? Please. Not that she would listen. Not unless he _made_ her. So he pressed his mouth right up against her ear and said, "Because… Because you're you."

Gwen shifted and shuddered and he swore he felt a couple of small wet spots in his shirt right under her eyes as she whispered, "I almost _hurt you."_

"Nah,"Ben said with an easy snort as he repeated. "You're you. Your smacks sting like anything and your glare could start a fire, but I knew that you would get it," he felt her squeeze him even tighter. At least he could blame the heat in his cheeks on her magic this time. That should be worth a few sympathy points, so he fought down the urge to push her away again. He fought it down until he felt her calm under his arms and when she did he couldn't resist leaning in a little closer to her ear so he could whisper, "but you can still say it, you know."

Gwen froze at that and her next two words came sounded like they could have one out of a rattlesnake. "Say what?"

"That I was ri - " Ben said, and he almost got the whole word out before she finally shoved him away.

"You _so_ weren't!" The doofus shouted as her eyes flashing with their usual anger and he just laughed. He knew it was just a show because the aura around her didn't flare. He could get used to firefly Gwen. The normal was good, too, though, and that was what he got as she crossed her arms and shoved her chin in the air. "I would have figured it out _eventually."_

"Maybe," he said as he leaned back in the grass and moaned as every muscle in his body thanked him for it. "But it would have taken you five more minutes if I wasn't so awesome."

"Jerk," she muttered, but she didn't say anything else as she hugged her knees to her chin. Not for a long time anyway, but she did eventually say. "Thank you," again. He saw her head turn again as she looked back the way they came as she asked in a small voice, "Did I - "

He shrugged and shook his head. "There are a couple of light bulbs back there swearing blood vengeance right now and you spooked a few people on the road, but you're really going to have to work on your property damage game. Even _Greymatter_ has you beat." He heard her sigh again, a happy one this time and he should have been happy to let it go at that, but he had to know. "What happened? Why did the magic go all explody?"

"I don't know," Gwen admitted, and he knew how much she hated those words. The light flared to life around her hands again and he could see her staring at them before she waved the magic away again. "I think… I don't mean to do it, it just happens. I thought… I thought Christmas was just a freak _thing_ … and that my house is just _old_ and that was why… But - but when the dojo lights started to flicker - I knew it was me. It was all me. It happens every time..." her voice faded.

But he didn't need to be a dweeb to figure out what she was thinking, or see how stupid it was. "Please. If this happened every time you got mad I would have been crispy after you learned your first spell."

"Not mad," she whispered and she sounded miserable.

"Then what?" He asked because that was how he felt all three times and he didn't know why she'd be any different. Except she was. He remembered the way she looked and it wasn't angry. He knew just what she looked like when she was angry. No, she'd looked _-_ she looked like she always did after a bad guy jumped out of the dark, in that split second between when she froze and when she got her Gwen on as she grabbed for _anything_ around that she could use as a… "Oh."

"So we'll be fine just as long as nothing ever…" she said and her voice faded out as she stared down at the aura around her hands.

She sounded so lost when she admitted that, that he had to lean over and bump her shoulder with his. "Try it now."

"What?! Are you - ?!" She spun her head to him and her eyes were _huge._

God, he loved when he got that look out of her. He smirked at her and pretended he was doing the finger twitches that she always did. "You can try it now, or you can spend a week going full dweeb about it before you do it anyway. At least you got your Sensei right here in case things go wrong."

"You? You are so _not_ my Sensei," Gwen said as she shoved her nose in the air. "You're _maybe_ my court jester. _Maybe."_

Ben rolled his eyes at the words because he could hear how fake they were even as he leaned forward. For all of her complaining, he _knew_ her, and he was ready when she raised her hand to the sky, even if he winced, too, as she whispered, "Lus."

And it was like there was a pinkish-purply sun in her hand. He blinked as he stared at the light, but his grin crashed into a mountain when he heard her gasp. "What? Does it - ?"

The dweeb's head darted back and forth as she just stared up. "No… it… it feels like it did, it's just _easier._ I don't…"

"And brighter," Ben said as he tried to block some of the light out with his hand. "See? I _told_ you, you'll figure it out."

She shot him a look that he could barely see even after she let the spell die and her hand drop. "How do you - ?"

"Because that's what you do," Ben said before she could finish that. "And if you can't, then you can use some of my awesome and _we_ will. We'll tell Grandpa and find you more books. Heck, if we have to, we'll find Hex or Charmcaster and _make_ them help. I just can't believe that you didn't tell me." He snorted at her. "Did you really think that would stop me from butting in?"

And she laughed at that - it was a shaky laugh but it was still a laugh - and bumped his shoulder back.

Honestly, Ben wanted to go find the two _now._ He could go Hero for that. He could do more than just sit here and _talk,_ but he didn't have a clue where to find wherever the witch or wizard could be hiding. The two always either found them or they just stumbled over the pair like they did all the other bad guys last summer. Grandpa might be able to find them, but they'd need Gwen's help and he knew that she'd rather try to figure this out for herself for now than owe anything to either of them. Which just left more talking. So he sighed and did that.

"Didn't your spell book say anything? Or that creepy old journal Grandpa got you?" Ben asked. Honestly, they both creeped him out. He had snuck looks in her Spellbook sometimes, usually when she was asleep in the bunk under his, and he swore that the words changed every time he did. And the journal… Who wanted to read what some lady wrote in their diary?

Besides the queen of the nerds anyway.

Gwen just sniffled at that. "The spellbook is so not big on playing Dear Abby and the journal… I haven't read it all yet, but I don't… I haven't found _anything_ like this in it. Just some stuff on how Nimue was trying to teach her how to call up mana, but… Maybe… maybe it didn't happen to her, or I just screwed something up. I don't _know._ "

Those three words were always enough to make her miserable, but they made him feel better. If the book was wrong… "Books," he said like the word was an insult. He could trust a book that made mistakes. If it knew everything… He didn't think that Grandpa would give them something dangerous, but he'd seen enough horror movies to know that they shouldn't trust just any old book. If he hadn't seen Charmcaster using the spellbook before Gwen got it...

But that didn't matter. Not now. He watched her press her face into her knees and he knew that he had to do something before she made herself crazy trying to figure all of this out. He couldn't tease her, not now. Not about that anyway. And if he had to move again…

Ben's body whimpered just at the thought as the last few hours caught up with and ran right over him. It figured that _she_ would be the one who kicked his butt the most. Which was why he couldn't help poking her just a little as he watched her stare at the light around her hand. There was just a flicker of a memory of the dweeb when she was tiny and the two of them jumping in a mud puddle just to change the color. Aunt Natalie got _so_ mad, but that was the last time her mom dared to dress her up like that. Ben grinned at the memory and that turned into a smirk as he asked, "Is it gonna stay that way? 'Cause I haven't seen you wear pink since - "

"It better not!" Gwen shouted as she glared at him and then her hand. She waved her hand like that would make things change back somehow. The light flickered again and he could see the hope in her eyes, but there wasn't even a speck of blue in it when it settled. "Besides, it's not _pink!_ It's _violet! Duh!"_

"Keep telling yourself that, Dweeb," Ben said with a nod he so didn't mean as he stared at the color. It looked just like the color that blond girl's pants had been back at the dojo. The one who made… And then the magic didn't matter. Not as much as the fact that they made her…. "Those girls… the ones you…" he said and he waved his hands because he didn't know how to ask.

Gwen froze anyway for just a second before _that_ smile spread across her face again. "What about them?"

"I thought… Are they?" He dug his hands into the dry grass on either side of them as he stared down at the toes of his sneakers as his mouth tripped over the last word. He tried to think of a better one, he _knew_ that she could if he'd just ask, but…

He felt his hands curled and he felt the growl start as he remembered _everything_ that they said and every look that splashed across her face as they said it. They _hurt_ his Dweeb. No one did that. "They're _bullies!"_

"They aren't! I mean…" She went red when he snorted out a laugh and shoved herself to her feet and the aura around her surged back to life. "I don't have to sit here and listen to you talk about them like that! It wasn't there fault that you - !"

Ben watched her turn and storm away, the energy burning brighter with ever angry stomp, and his body screamed at him as he pushed himself back to his feet. If she ran… if all of this started again… He wanted to grab her, but his body was too tired and his brain…

He was just lost. He'd never hung around with the girls at his school. They'd been as happy to ignore him as he was them, but he'd spent months with the one in front of him. That should mean something, shouldn't it? He should understand them a little, shouldn't he? But he didn't understand this. Not at all. He didn't even understand how he got it _wrong._ "If they aren't bullies, then what are they?"

He didn't think she'd answer, but he didn't imagine that the question would make her stop dead in her tracks. "They're my fr - " she started to say before she hugged herself. The violet light around her flared again as she spun around and glared at him. "They're my…!"

He stared at her face. The sun was right behind him and he could see the dying red light on her face and the still shiny tracks under her eyes. He waved his hand at them. "Your friends make you…?"

"They don't!" Gwen shouted in horror as she scrubbed at her cheeks with the back of her hands. "They're just… they…" she stammered. "Marci's my… She was my... Then she…." She hugged herself and shivered while he stared and worried. Even the aura around her was flickering.

Oh, God! He broke her!

"Marci… Sh - she used to be, but now they - they won't stop," Gwen whispered, her voice crumbling even before her knees did. She sank down to the ground without any of her usual grace and buried her face in her knees. She didn't even seem to notice him as he limped over and sat down next to her. Not until he bumped her shoulder and she pressed hers back. Her voice shook as she admitted, "I wish that they'd just _leave me alone,_ but they won't. They never do. Not at school and not here when they show up early and mom _won't_ listen. She keeps trying to invite them over and - "

"You have bullies," he repeated as he wrapped his arm around his middle as the words hit his stomach like Grandpa's cooking.

Gwen gave him a look from over the tops of her knees that he knew _way_ too well. She didn't actually say duh, but she didn't have to. "Girls can be mean, _too,_ Doofus! We're not all sugar and - "

"I _know_ that!" Ben said as he waved away her words as he gave her a side look. He knew that better than anyone because of… His eyes went to the ground as he _knew_ it wasn't true. His cousin, the Dweeb Lord could be so many, many things, and most of them drove him _crazy,_ but she never..."How can _you_ have bullies? I thought…" he thought everyone loved her just as much as his parents did, but he couldn't say _that. "_ You _love_ school!"

Gwen froze at those words and then she dropped her chin and shrugged . "I love learning things and the teachers, but…" she shook her head and buried her mouth so deep into her knees that he just barely heard her finish with, "You're not the only one who thinks I'm a _dweeb."_

"That's not -!"

That look came back in her eyes. It wasn't angry. It just _was_ and that's why it hurt _._ "You've called me a dweeb like a hundred times today, Ben. You got in a fight with _Sensei_ just because - "

"So did - !" Ben started, more than ready to throw all the times she called him a doofus right back in her face before he caught himself. His hand went to the back of his head as he looked down at the dried grass around his feet. "That's… I don't mean it like _that!"_

"I know _that,_ Doofus!" The dweeb said that with a roll of her eyes. Eyes that went right back to the grass she was digging the toes of her sneakers into when they finished their circle as she sighed. "But they do."

"Then they're _dumb!_ There's nothing wrong with being a dweeb!" Ben declared and he felt his hand turn to fists. "You're - you're - " he started to say _something_ and then she looked at him and his mind went blank. Almost blank anyway as he looked down at the dead watch and Gwen jumped as he cheered because it was glowing green again. It wasn't even _blinking._ He just had to test it out and his lips curled back because he knew the perfect way. "So they are bullies? Great! I know how to deal with _bullies_." Finally, something _easy._ "Hotfoot or my flagpole special? Your bullies, so your choice."

"Ben!" Gwen laughed like it was a joke as she turned and sat down in the dirt next to him.

"My choice then!" he said as he hit the button. He blinked as the dial popped up and filled the clearing with a green light just as unearthly as her magic before he covered it with his hand and twisted until he saw the right silhouette. "Heatblast, come on down!" he said as he raised his palm.

And Gwen caught it. _Again_. "If I wanted to do that, I could have done it _months ago,_ but It wouldn't be anything like a fair fight and it wouldn't be right," she said, but she didn't sound angry at all as she said it. Not even she could smile and be mad. "Thank you, though. My hero," she said those last two words and for the first time ever she didn't laugh as she said them.

"Fair fight," he scoffed. "Who teaches you that junk?"

"Sensei," she said and she said it like it was all she needed to say. "If you stay, he'll teach you that, too. You heard him. The best fight is the one you can stop before you even throw a punch," then she sighed. "And then he'll teach you how to kick butt when you have to, too."

"Good, because it feels like I have to _all the time_ sometimes," Ben said. She gave him a look at that, something he didn't know how to read and he didn't want to think about, so he looked down. Looked down and saw her bright orange belt peeking out from under her jacket because she'd never zipped it closed in all of this. It was the other thing he was dying to know, even more than he was dying to go hero. He shook her hand off and punched the button on the side of the watch just so she wouldn't think he was trying something. The watch and the light both turned off, but he didn't need to see her to ask, "Just how long did it take for you to get that anyway?"

And he knew he wasn't going to like the answer just from how long it took her to say anything. "Two years," she finally admitted, and then she babbled, "but Sensei said I could have done it quicker if I wasn't working on so many other things and you can't count last summer! And it's not like I'm racing or anything. I'm right on schedule and- "

"Two years?" he asked as he stared at her shadow. Then he made a disgusted noise and laid back in the grass. "I bet I can do it in one. You're just lazy." It felt so good to say that to _her_ for once.

That earned him the outraged squawk that he was looking for even as the last of her aura died out and left them in the dark.

"One class and you already think - " she bit off that sentence. He waited for her to really go off on him, or at least crow about him staying, so he kept his eyes on her as she huffed and thought. When she finally opened her mouth again he braced himself for her best burn as she let out a noise that was a mix of a snort and a laugh and asked, "Did you ever think that we'd be - " before she bit down on the last word.

"That we'd be what?" He asked when she didn't finish. He wished that he left the watch on or that she was still glowing just so he could see her face. "That we'd be what?" he repeated, suddenly curious and then his mind raced when she still didn't answer. "Even more Awesome? Amazing? Heroes? Badass? The master of all karate? Because I already know the answer to most of those and it's _duh_."

"Friends," she said, and she sounded just as shocked that she said it as he was that he heard it. He heard her digging the toes of her sneakers into the grass again before she asked, "If we weren't cousins, would we be friends?"

And his mind crashed and burned at the question. "But we _are_ cousins."

"Imagine we weren't," she said and rubbed at her temples. "Would we be friends?"

"I don't…" he started to say. He _hated_ it when she got like this. What if this, what if that, what if the roof can't hold Diamondhead's weight…

It drove him _crazy._

Gwen shook her head after a second and shoved her hands to the ground so she could push herself up. "Never mind. It's stupid."

Ben surprised himself when he caught _her_ wrist so she couldn't storm off. "I don't…" he repeated as he tried to imagine a world where they weren't cousins, where she was just a girl. The idea made him squirm and he didn't know why. It shouldn't. It wasn't that crazy. She was a girl and she didn't _have_ to be his cousin to be her, and if she wasn't then she could be just another girl so easily. He could almost see her sitting next to him in class and…

He was so glad that she couldn't see his face as he chased the thought and he didn't know why his cheeks felt hot again either. If she was just a girl in his class he'd still annoy her and she'd bug him and…

And somehow he knew that she'd still find some way to butt in on his big summer trip with Grandpa; that he'd still get the watch and she'd still become a witch, that they'd still be sitting right here and that she'd still be asking pretty much the same question.

Were they friends?

So he tried to picture her as one of his friends and he shuddered and said, "Man, I hope not," before he even finished the thought.

"Oh," she said, and she sounded so small as she said it. "Well, I asked…"

"No," he said, the words in a rush even as he ran his hand through his hair. He hated talking. Fighting he was good at, but this? He always messed this up. "I mean… My friends just come over to play video games and watch movies and hang out."

That seemed to hurt her more. "And there's no way we could do _that._ "

He wanted to scream in frustration because she was taking this all _wrong_ and he wished he could make her understand. That he could show her, that he didn't need words. He wrapped his arms around his stomach and looked up because he had to look somewhere. When he did, he saw the first stars starting to shine and the second he saw them he _knew_. "Jamie is super handy when I need my Sumo Slammer fix, but he wouldn't hitchhike on an alien spaceship just to watch my back. None of the guys would."

Not even Grandpa would do that. The only one who would…

The only one who would - even when he was being a jerk, even when she was - was...

His eyes went right to the ground and he felt his face burn because when he said it to her before it was just something he said because he knew that she needed to hear it. He didn't think about it and he didn't realize how true it was.

Which meant he was an idiot for admitting it. It was so dark now that he could barely see her sitting next to him, but he didn't have to see her face to know that she was smirking now. He braced himself for all he teasing he deserved for saying something so stupid.

He saw her shadow move and he thought she was pushing her hair out of her eyes, but he couldn't see her well enough to know. Then she tsked him. "You're only saying that so I'll help you cram for your next math test."

Ben blinked. Then he grinned at her even though he knew that she couldn't see him any more than he could see her. "Well, _duh._ Prealgebra wasn't bad enough, they want to start derivatives now! I don't even know what those _are!"_

He waited for the smack he was sure he was going to get for that, but it never came. Instead he just heard a muffled laugh that made him jump before she leaned on him and he froze. She leaned on him and rested her head on his shoulder. Her hair tickle his ear as she sighed, "I don't care what Sensei says. You are such a _Doofus_."

\- o - o - o - o - o -

_**Erico Omake** _

Omnitrix Log, Day 228:

"The Omnitrix reported a massive power spike and a litany of fault errors, requiring a full system reset. I've spent the past hour trying to determine what caused it, with no success. The Omnitrix is rated for pressures up to 12,000 kilovecs and is shielded against interference from every band of the EM spectrum just short of a head-on Gamma-Ray-Burst. Had I not taken the opportunity to harden it during my last full reset and systems diagnostic when the boy was at my laboratory, it might have gone critical a second time and required direct intervention, something I am loathe to do. I am left with a problem with no readily identifiable cause or solution. What did the Tennyson boy do to cause this? And more importantly...how can I keep him from doing it again?"


	10. Under His Nose

**Chapter Ten: Under His Nose**

_The rope was rough under his hands and the stone wall even rougher under his feet, but he climbed anyway. He'd come too far, he'd lost too much to do anything else._

_And he'd come here to take it all back. To get_ her _back._

_Ten more feet._

_Five._

_And then he was at the top. He wanted to cheer even as his body fought for breath. He did neither, but he allowed himself a smile under his mask as he pulled himself up. A smile that died when he saw what was still awaiting him. He had spent weeks looking for this serpent's lair. Few could tell him anything about it, fewer still were brave enough to tell him what they knew. For all the warnings he gathered through threats and pleas, no one had mentioned that he was searching for a_ castle _that would put even the Emperor's to shame._

_He'd stood there and stared, his mind reeling as he took in the challenges still to come. The outer wall was test enough, but the walls of the castle were three times higher and if anything the stone was even more rough. The walls met in towers that watched over all. He slipped his way along the top of the outer wall, his feet dancing between the blades that marred its surface, as his eyes searched for any weakness, any opening he could slip through._

_And then he heard it, the rasp of stone on stone below him._

_He knew that sound, he'd heard it dozens of times over the last few weeks. One of the golems was just below. It's body was made of the same rough stone as the castle, but stone twisted into a parody of a dog by the madman within by the same cruel red magic that animated it. It was a fierce mix of magic and matter, but he knew the thing's weak spots. One was no worry, but it would call for more, and those would call for more until he was lost under an avalanche of them._

_It had happened before, just weeks ago, and he was lucky to escape with his life._

_And even if he defeated them all, there was still the hundred foot run he'd have to make just to reach the next wall. A run with no cover to a wall with no windows. He'd have to storm the main gate, a gate sealed against an army, much less a ninja, and…_

_It was too much. He felt the hope die in his heart as he stared at those walls._

_And then he saw it. The faintest flicker of blue light through a window at the top of the tower. The faintest of lights, the faintest of hopes._

_It was enough._

_He waited an eternity for the golem that kept circling the base of the wall to move on and then he ran. He was like lightning across those hundred feet. He threw his grappling hook when he reached the other side and said a prayer of thanks to the spirits, for his aim was true. Again he climbed. Again, the rope cut at his hands and the stone tore at his feet, and again neither stopped him. The window at the top of the tower was a puny thing, barely wide enough for a man to aim his bow through and far too small for anyone else to even think about slipping through, but for once his size was an advantage. He hit the carpeted floor on the other side and allowed himself one deep breath before he got up._

_The blue light hovered in the air above him, flickering like a candle and far too dim for anyone else to see, but he'd spent his life watching lights just like this one and he knew it better than the sun._

_She had been here._

_He could tell that from his first breath. The small room still smelled of the guards who spent their days here, but that stale scent was hidden behind perfume. He looked and saw that someone had brought a bed up here, no doubt as a way to taunt her with the freedom she could never reach through the window._

_Fools._

_He went to the door and pulled it open. The locks were heavy on the other side, but they would only work as well as the wall and the wood they were attached too. He closed the door and ran his fingers against the careful marks cut into the wood around the lock. Too careful to be made by stone or metal, whatever had bound her powers hadn't been enough. She'd been working on her own escape like he knew she would._

_She'd worked on it until she ran out of time._

_There were blankets, but they were torn apart on the floor around the door and not the bed. He touched them and he knew that she had used them to blind whoever it was who had entered her cell. There were shards of pots mixed into the blankets, the remains of her only weapons._

_But the mattress was still warm when he touched it. She had been here, and not long ago. They had come for her while she slept, and she made them fight every step of the way._

_For the first time in weeks, he allowed himself a grin._

_Then he was through the door and down the stairs on the other side. Only his need for silence kept him from flying down those stone steps. Only his need for stealth kept him from bursting out into the main room when he reached the bottom. He expected a throne room and the mad wizard that controlled this keep._

_He found only darkness._

_He'd been in darkness since his training started. He'd been left in rooms that were buried deep under the earth without a single candle, but he still had not met darkness like this before. It seemed to devour the light that followed him down the tower. It was a darkness not of this world._

_A lesser man would flee, but he was ninja._

_He stepped into the inky black air and felt it wrap around him. It froze him, made him forget what the light even was. He walked on, guided only by the sound of something dripping at the far end and the stone under his feet._

_And just as the dark was about to take that away from him as well, he heard it. The deep, booming laugh that filled the world that light had abandoned. "You have come so far, Tennyson, just to die."_

_What he took to be a thousand torches lit at that and it was only when he saw their evil red glow that he knew they were no torches. A castle's weight worth of golems surrounded him. All crouched down, all waiting for the word to tear him apart. He ignored them as the slaves they were._

_The same magic that gave them this crude life lit the room, and he saw it was far, far larger than it should have been. Large enough to swallow the castle he saw outside. Large enough that he couldn't see the door he'd come from or the wizard he'd searched for in the inky blackness that surrounded the sea of golems that surrounded him._

_The time for stealth had passed. He shoved his hood back and yanked off his mask before he dropped it without another thought. "You should have made more, Hex," Ben said and his voice booming as his eyes searched the night for the creatures' master. "They will not stop me."_

_"Such confidence. You have troubled me for too long, Brat," Hex said, his voice coming from the night beyond the golems. Then there was a flash of something that should have been light if it came from this world and Ben finally spotted the man he'd been searching for for so long._

_There was a throne of bones set onto a raised platform on the other side of the sea of monsters and the wizard sat in it. Even from across that distance Ben could see the mad glee in the man's eyes and the twisted smile that he wore. It would have been disturbing even without the skull that was tattooed over dark wizard's face, but with it he had the smile of death itself._

_Hex wore death on his face and held it in his right hand. The Staff of Ages was a thing of myth and nightmare even before the wizard had claimed it. The gnarled wood and the skull that sat on top of it - a skull that belonged to no bird that ever walked on this world - watched him with the same hate as its master through its empty sockets._

_He waited for the man to raise his right hand and begin the battle with magic, but he raised his left instead. He held it still for just long enough that Ben could see that he was holding something that glittered like gold in it._

_A gold chain._

_A chain that Hex pulled on with the same indifferent rage that a man would use to rein in a disobedient dog and a girl stumbled out of the dark behind his throne._

_Ben sucked in a breath when he saw his cousin again. The chain was wrapped around her hands until the weight of it dragged them down and the sight of it filled him with rage, but he hadn't seen her since that terrible day weeks ago and now he hungered for the sight of her. She still wore the same green kimono he'd last seen her in, but now it was dark with dirt and one silk sleeve was torn away. Her white face paint was gone except for smudges high in her forehead and her mouth was bound by cloth, but it didn't matter. Hex hadn't bothered to cover her eyes, so he could see the rage burning in her green eyes like a forest fire as she glared at the monster on the throne. And then she saw him…_

_And for just a moment he saw the terror in her eyes as she took in the golems that surrounded him, but just a moment. After that her emerald eyes met his and…_

_And Ben felt no fear as he slipped his sword from the sheath at his side. The sword she'd forged for him with magic from a stone that fell from the stars. None stood against it_

_A wise man would have known fear then, but Hex just regarded them both with something that was far too disturbing to be a smile as he shoved himself to his feet. He slammed the end of the staff against the floor and a wind lashed at them even as it threw the wizard's cloak back. "I have had enough of both of you brats. I will allow her to witness your final defeat, Tennyson, and then I will sacrifice her to the dark spirits! Her blood is the price that will grant me the power to rule Cipangu forever!"_

_And his laugh was as thunder in the room. The golems lowered their noses to the ground, ready to pounce._

_Ben shifted his feet, but his eyes stayed on hers, even as the magic tore at him and Hex's pets readied themselves to do the same. Her eyes went wide when she saw his wild grin and the look she gave him as she pulled at the chain again…_

_His heart soared. This would be the final battle, but he was not alone. Even bound as she was, he knew that Hex was a fool to turn his back on his Dweeb. The wizard commanded the night, but he was no match for the two of them._

" _Do you have any last words, Tennyson?" Hex asked. "Something for your dear Gwendolyn to remember you by in her final moments?"_

" _Yeah." Ben smirked as focused on his blade and called up the green fire just like she taught him to all those years ago. He knew that the same fire burned in his eyes as he eyed the man's bone-white face tattoo again. "I always wondered, were you born that ugly, Hex, or did Halloween just go really, really wrong for you?"_

_The empty eyes in the skull at the top of the Staff of Ages flared with a violet fire as the wizard raged at those words. "Kill him!"  
_

_The golems were a wave of stone and magic, but both shattered under the fury of Ben's blade, fists and feet. Never in all his years of training had he moved like this, but the monsters did not feel fear or loss. He heard a roar that shook his very soul as a golem the size of a horse charged out of the night behind Hex's platform. It's every leaping step ended thunder as it barreled through its lesser brothers without pause or concern, its burning red eyes locked on his._

_Ben watched the monster come ever closer in flashes as he kept fighting the lesser golems until the last minute, when he just charged the beast. His blade burned like a comet behind him with the fire of life itself as they crossed the stone floor beneath him. A part of him heard Hex laugh, another swore he heard his cousin gasp even through her gag._

_The rest of him just grinned like the madman she swore he was as he leapt into the air and swung his blade even as the beast pounced through the air for him, it's mouth opened wide, but instead of roaring it_ _just shouted,_ "Mr. Tennyson!"

\- o - o - o - o - o -

_Drake Elementary School_

_Bellwood, California_

_April 8th, 1999_

_2:44 pm_

"I - " Ben started to shout as he jerked awake and Cipangu disappeared the second he opened his eyes.

Not that the classroom full of people staring at him was _any_ better. His eyes darted this way and that as his hand tightened on air before he finally focused on the man in the front, a man who had a graying goatee on his face instead of the face of a skull, but the look in his eyes was almost the same as he glared at Ben. "How nice of you to finally join us, Mr. Tennyson."

Ben almost flushed when he heard some of the girls giggle at that. Almost. Instead he somehow made himself grin instead as he leaned back in his seat and said, "Gotta give the fans what they want." He waved his hand as he said it just so he wouldn't reach for his sword again as he looked around again.

But Cipangu was gone and it wasn't coming back.

"You have fans?" Mr. Belkins asked, and this time those words were met by more than just a few little giggles. Ben grinned right through it all until the man finally crossed his arms and leaned back on his desk. The look was still in his eyes, only now he had the smirk that went with the look as he waved his arm wide. "But by all means, _impress_ us. We're just _dying_ to hear your take."

Ben's eyes shot to the board even as his right hand drifted to his left wrist. For just a second - just long enough to see the map of Europe spread out over it with the words **Current Events** written over the top of the board and **Balkans** and **UN Security Council Resolution** written on either side of the map - and just because he had to if he wanted to see the clock that was hanging above it.

His eyes went wide when he saw the time and he let out a little whoop just as the bell rang. There was pandemonium as everyone forgot about the show and started shoving their stuff back into their backpacks, but that only lasted until Mr. Belkins cleared his throat. "I don't care if it is the end of the day. The bell doesn't dismiss you, _I_ do, and we aren't going anywhere until Mr. Tennyson enlightens us."

Ben sank back into his seat at those words as everyone else froze and turned back to him, only now each and every look was a glare. One that Ben gave right back to the man who was still perching on his desk like some geriatric buzzard.

"Such a downgrade _."_ The words were a mutter as Ben rubbed the sleep from his eyes, but they still wiped the grin off of the man's face. "What was that, Mr. Tennyson? I'm afraid I wasn't listening any better than _you_ were."

"I was listening!" Ben said. He would have shouted the words if he didn't feel a couple more eyes glaring at him and heard the warning _doofus_ in the back of his head. He wished that the Dweeb was here so he could glare right back at her, but she wasn't. He gave the blackboard one more look before he waved his hands into the air and burst out with, "Bad stuff is happening that everyone is talking about while they sit on their butts and don't do anything! Same old same old." The words were just supposed to be a distraction and maybe a joke, but by the end he was glaring down at the Watch.

When he finally looked up Mr. Belkins was scowling at him, and he was sure that the word _detention_ was about to show up again in his life. Then the man scratched at his salt and pepper colored goatee and shrugged. "Fair enough for now. Go home and get some sleep there for a change."

Everyone laughed again as the tension broke, but Ben didn't care. He shoved the book he'd been using as a pillow back into his backpack and yanked the whole thing up over his shoulder hard enough that all the pins he had on the bag jingled. "Sleep? As _if_."

He was free and he sure wasn't going to do something as stupid as _sleep._

"Dude, wait up!" He heard Jamie shout from behind him and he slowed down a step or two so that the other boy could catch up even though the door was _right there_ and he had things to _do._ "I can't believe that you fell asleep _again._ " If anyone else had said that, Ben knew that there would be a glare behind the words, but his friend looked like the laugh he was holding in was killing him as they escaped into the hall. "What do you _do_ all night?"

"Stuff." Ben just shrugged and tried not to think about the way the world blurred around him last night as he raced between the cop cars and their screaming horns for the bad guys getaway car. Bad guys who were just shadows as their guns flashed yellow and the world in front of him turned pink as the Dweeb on his back just _snarled_ and -

"Man," Jamie said and this time he did laugh. "Man, I wish I had _your_ parents. Mine throw a _fit_ if I play Sumo after eight. It must be so _sweet_ that yours don't care and let you play all night."

"Yeah," Ben muttered as he just kept walking, but he couldn't help squeezing the strap for his backpack tighter as they did because - because heroing wasn't _playing._ "That's not - "

Jamie just snorted at that. "Yeah, sure they do. Just like they care so much about you falling asleep in class."

"Happens when the world is _boring_ ," Ben muttered as he tried to shove the whole day out of his head like he always did when the night before was _awesome_ and he couldn't go hero just to see if he could top it. It never worked, and it always drove him _crazy._

Or it did until he found something _almost_ as good as heroing.

Something like that new kata that Sensei showed them yesterday. Ben ran through it in his head as they walked and talked even though he didn't have a clue what he was saying. He was pretty sure that he had the stance down, but how far back was he supposed to pull his right arm back?

And a snorted laugh broke his concentration just before the "you're doing it, _again,"_ killed his vibe. He glared at Jamie and just got another nasally laugh as an apology as the boy pushed his glasses back up his nose. "Daniel-San," he mocked as he made fists and pulled his arms back. "Oooooo. Karate master you are. Much you can teach me."

"Shut up." Ben flushed at the name as he shoved his hands into his pockets. "And I don't look like _that._ You look like you need to take a dump, jerk."

"So do you," the boy smirked as he straightened up under another glare before he held up his hands. "Hey, you do whatever you want. I'm just glad I'm not the biggest dork in the hallway anymore."

There were more and more kids spilling out of the doors that lined the halls, enough that Ben had to dodge around them just to keep going. He shot his friend another smirk because this was _easy_. "You keep telling yourself that, Dork Lord."

"Shut up!" Jamie said as his eyebrows shot up in worry before he started looking around.

As if. But he held up his hands anyway just to make it look like it was before he landed the burn, "As the Dork Lord - " he didn't feel the hand on his back, but he felt the shove after it sent him skidding forward. "Watch it!" he shouted over his shoulder and his words were lost in the noise that kept building up around him. There were so many people around that he couldn't even tell who it was that bumped into him. Enough that he was sure that it was going to take _forever_ to get their stuff from their locker and get out the door.

He glared at the mob and tried not to think that…

That it felt like he was surrounded by golems again. All of them just waiting to pounce, to tear him -

"Forget this," Ben muttered as he felt someone else bump into his shoulder and he started looking for an out. It only took him a second to find it, there were a few people coming out from the hall that lead down to the library, but it was a lot better than this mob.

There was enough room to _breathe_ over there.

And an out, which was even better. He shifted his backpack and the straps dug into his shoulders like he had all of his books in there already - all of his books and a few rocks - so he didn't need anything in his locker…

He felt someone else bump into him and that was enough. "That's it, I'm out!" he declared before he shot his friend a look. "You coming?"

"I gotta get my science book," Jamie said, and when Ben didn't say a word he got a look right back, a much uglier one. "For our homework? You remember that, right? Our _group_ project?"

"Sure. I got that down already," Ben said with a smirk even though he didn't have a clue. He'd figure it out later. If one more person bumped into him he was going to go Kevin on everyone. "I'll call in an hour and we can finish working it out then! See ya!" he shouted over his shoulder as he turned on one foot and dashed down the side hall.

Just being out of the zombie horde behind him made him feel more human. Not that being surrounded by books was much better, but it wasn't like he was planning on staying long. He spotted Ms. Lawrence as she pushed a cart down the other side of the library and forgot all about her in the same heartbeat before he darted down the second aisle. The bright red fire door was right there and he didn't hesitate to burst through it.

The alarm never made a sound, but he didn't really think it would. It hadn't all year, and the fresh air and blue sky felt so good as he burst out of the school. His hand went for the Watch on his wrist even as he looked all around, but he was home free just as long as there weren't any teachers out there smoking.

He stopped dead in his tracks because there were people waiting. Not teachers. Worse than that. One was a boy a head shorter than he was who must have been in the wrong place at the wrong time and the other two...

"I told you not to give me any lip," Cash hissed as he shoved the boy he was after _this_ time hard enough that the kid went sprawling down to the grass. "Just my money."

"And I told you - " the boy said as he tried to push himself out of the dirt.

"No one cares what _you_ have to say," JT said from the sidelines, his eyes feral under his glasses. "Do we, Cash?"

"You got that right, JT," Cash said as he smirked and stepped towards the kid and Ben slipped his backpack off. He fought down a sigh as he eyed the lawn and the fence and the road that was _right there._ He could be halfway home by now, but _no_.

JT and Cash both had their backs to him, but the kid on the ground saw him. For a second he saw the boy's eyes go wide with surprise and hope as he watched Ben stand there, but just for a second. Then the fear came back even as the boy tried to stand up only to have Cash knock him back down again. Ben didn't know who the kid was, but he knew exactly what the kid was thinking.

He was waiting for Ben to walk away like everyone else did. Like they had been all year.

As if.

He let the fire door slip out of his fingers as he eyed the two bullies backs. It would be so easy to do it that way, knock them down and help the kid get away before they could get back up. They were only about eight feet from the door, one good run and a shove would do it, or he could just shout out. Ms. Lawrence was only half deaf. Even she would hear him if he was loud enough.

Or maybe she wouldn't. She didn't hear JT's braying laugh after he lunged at the kid on the ground and the boy flinched. Like scaring a boy a head shorter and fifteen pounds lighter was _funny._

Ben lowered his backpack to the grass as he set his feet just like Sensei taught him and -

\- and that was when the phone in his pocket cut loose with the chords from the chorus of 'Can't Touch This.'

"Mom…" Ben sighed as the bullies spun around as the song just kept playing and playing because he so wasn't going to go fishing around in his pocket for his phone. Not now.

_Why_ did he tell his mom his number or give her a ringtone? _Stupid_. Cool and _hilarious,_ but _stupid._

"Tennyson? Again?" Cash sighed as he let his head fall back. When he brought it back up he slicked his greasy black hair back with his hand. The last time Ben heard the bully sound this bored was when a teacher asked him something in history, and Ben couldn't help his frown. He rated higher than a _teacher._ "I'm getting tired of teaching you your lessons, Shrimp."

"What lessons? Manners?" Ben asked with a grin as his phone finally shut up. JT stayed back with the other kid as Cash stalked forward, but Ben wasn't worried. He'd done this enough that he knew that Cash lived for the sucker punch, but if he couldn't get one in then it was just insults as he looked around for teachers. If he stalled for long enough… "I just wanted to let you know that your mom's on the phone, Cash. She said that the oil changing place can't sell her any more of their gunk for your ha - "

The punch came out of nowhere and rocked Ben back a couple of steps. He heard the boy on the ground gasp and JT laugh as his head rocked back and the world went black for a second. Black with a thousand little stars before he doubled over. He could have sworn he heard something screech as he did. Screech and something else that sounded a lot like someone honking a horn, but it didn't have anything to do with this so he shoved it out of his head as he shoved his hand over his left eye. It _burned_ under his palm and he let some of the pain into his voice as he gasped out, "Jeez, Cash, Punching first? What happened to the insults? The threats?"

"What can I say, Shrimp? I tried to cut you some slack," Cash sneered at the word like he hadn't been turning tail every time he saw Ben since November, "but you had to go all Special Ed today just because you know some _freaks._ "

"They're not - " Ben growled at the boy.

Who so didn't care. Cash just nailed him with the ugliest glare that Ben ever saw as he closed his hand into a fist again. "So no more kid gloves. No more smacking you around a little so you can run and cry to those _monsters_ who feel _sorry_ for your loser ass and strut around after like you're anything but a wuss. Today you're going to _bleed,_ but I'll tell you what…" the boy let out a snicker and held out his hand, "If you give me _my_ new phone right now, I'll only beat a little sense into you. And don't feel bad. When you're on the ground calling for your _mommy_ the new Shrimp over there will learn a lot. Like _respect."_

"Respect?" Ben couldn't help laughing at the word as he straightened up. He glared at Cash through his right eye and he got to see the bully's pale face burn red when he did. For just a second he imagined tackling the bully right then, knocking him to the ground and wailing on him until _he_ was the one crying…

That or using the watch to _really_ scare him…

But anger was a fire. He could use it to win or it would use him and he'd lose. Sensei went on and on about that almost as much as he did about respect and the words echoed in his head now. He wished all of his teachers made as much sense. He blinked away the pain and laughed as he as he repeated, "Respect? For what? For your little _slap_? Please. My _cousin_ hits harder than you. And she's smarter, too. She can use a phone. What are you going to do with it, Cash? Poke at the buttons With a stick?" Ben laughed louder as Cash got redder. Then he made himself take a deep breath as he set his feet and brought up his hands up just like he had done dozens of times in class. "But I'll tell you what. If you want _my_ phone you can come and get it."

Cash didn't move his eyes as he ground his teeth, but Ben watched as JT did, as the boy looked everywhere. "It's a trick, Cash! Those _things_ gotta be out there some - "

"It's not," Ben growled at them both. "I don't need my friends to deal with _you_ two."

"Look at this shrimp," Cash let out a laugh that was all edges as he shoved Ben with his left hand. Ben rocked back a little, but that was it. "One baby karate class and he thinks he's Mister - "

The boy's right hand was moving in a haymaker before he finished the insult. If Ben let the words or the shove get to him he never would have seen it, but he'd heard way better insults before, and he didn't let himself get distracted this time.

His block was a fraction of a second too fast and he caught the fist on his forearm instead of slapping it away like he'd wanted. His arm hurt enough that he knew he'd have another bruise tomorrow, but it didn't matter.

Not when he landed his own punch square on Cash's nose a second later. He felt _that_ jolt all the way up to his shoulder and it felt…

He watch Cash crumble down to his knees in front of him. He thought he saw a splash of red before the boy bent over in double and shoved his hands over his nose, but he didn't know for sure. When he heard a scream, he was sure it was from Cash.

But it wasn't. JT didn't even try to make a word as he screamed and charged at Ben. He'd seen the boy do this before when they were little and Cash bit off more than he could chew. JT tackled the kid then and held him down until Cash got back up.

The kid lost his lunch money after that - and a tooth - but Ben didn't know what to do to make them stop back then.

He did now. He ignored the boy on the ground as he pulled his right hand back and kicked out with his left foot. The two moves made him spin on the ball of his right foot in a move that he'd had to practice dozens of times over the last few months. Practice until he couldn't stand the idea of it and then he had to practice some more. Practice until he had the kick down. Mostly.

Which was just where JT would be in a -

"What do you boys think you're _doing_?!" A woman shouted from nowhere, her voice filling the air in a way that would have made any monster proud.

Ben stopped his kick the second he heard the voice and two inches before it would have met JT's chin. It was the fastest he'd ever stopped moving but he knew it would still get a scowl from Sensei if the man had seen it.

Sensei never would, but JT sure did. Ben watched two of the boy's four eyes cross as he stared at the toe of Ben's sneaker before Ben dropped his foot back down as he spun back to the library door. "Ms. Lawrence! I can…"

But the door was still closed tight. If Ms. Lawrence had heard them, she wasn't getting involved. And if she wasn't, then…

"Don't _any_ of you even _think_ about moving!" the woman shouted again in a voice that promised a world of hurt if they did. A voice that - "All four of you are in _so_ much… Ben?!"

\- that he knew. "Oh no," Ben said and his groan was even louder than Cash's or JT's. He turned back and gave JT a shove so he could see around the boy. A dozen cars and trucks flew up and down the road on the other side of the fence, but he could just see one that wasn't moving in the grass on the other side of the street as they went by. It was a bright blue minivan that he knew just as well as that voice.

He also saw the drivers side door left wide open, so he knew he was in so much trouble even before the traffic cleared and he saw his mom standing there, saw her glaring at them with a red face that looked so wrong over the giant paint-splattered yellow smiley face that was printed on her t-shirt.

"Mom?" Ben asked as he watched her charge right across the street and he knew that if there wasn't a chain linked fence in her way… For just a second he was sure that wasn't going to stop her either, that she was going to climb it just so she could get her hands on them. If she wasn't wearing a denim skirt she might have.

If he didn't move quick, she still might...

Even _Cash_ was smart enough to figure that out. "You - " the boy said, and Ben didn't know if it was pain or rage that made him hiss the word into his hand as he pushed himself back up onto his wobbly legs. He didn't know until he saw Cash's eyes, anyway, as the boy glared down at him. "You are so lucky that your _mommy_ is here to save you, Shrimp, or else I'd pay you back for _this."_

Cash let his hand drop then, for just a moment. Just long enough for Ben to see the bloody mess under his nose. A nose that was already turning purple. Ben felt his stomach lurch at the sight, but if Cash wanted to scare him…

"Any time you want, Cash," Ben said back, his voice steady because he'd already seen the look in the bully's eyes.

Cash's eyes went wide at those words. His arm shot out again as he caught a handful of JT's shirt. "Big words, Tennyson!" Cash said as he shoved his way by Ben and dragged JT behind him with the words, "A fat lotta good you were, Tubby."

"That's not... Cash, you saw how the Shrimp moved!" J.T. shouted back as they disappeared around the corner of the library. Ben didn't know if they were going to the parking lot back there or if they'd jump the fence somewhere and he didn't care.

Heck, he was thinking about doing the exact same thing.

"Cash! JT! Don't you boys _dare_ \- !" his mom started as the boys disappeared and she turned ever redder under her blond hair, then he saw her take a breath and her next word wasn't even a shout. Not really. She didn't have to _shout_ to sound disappointed. "Ben…"

"How does she do that?!" Ben muttered to himself as he turned to the boy who was still on the grass. The boy he'd done all of this to rescue.

The boy who looked scared out of his mind. His eyes were huge and his dark skin was ashy and the only thing that Ben could think of was how many people ran away screaming when he'd saved them as Fourarms or Wildvine. He felt his stomach go tight at that thought and then the boy whispered, "Is that really your mom?"

He was sure that the laugh he let out then wouldn't do anything to save him from being grounded, but it sure made him feel better. He held out his hand. "Yeah. You okay?"

The kid took his hand and let Ben pull him to his feet. He touched his own cheek like he just remembered the smack that started it all, but he didn't take his eyes off of Ben's mom for a second. Not even as he whispered, "Yeah." The look he gave Ben after that might have been grateful if it wasn't so miserable. "Are - are you going to get in trouble?"

Ben let out a little bark of a laugh that made his eye ache. He touched the skin around it and winced again. He didn't know how, but it hurt even worse now. He wished he had a mirror, because this was going to look great for class tomorrow. To him anyway. Just to him, if the glare he was getting now was any sign. At least his mom had let go of the fence. That was something. That was the only something. "Oh, yeah."

"I could…" the boy said as he swallowed hard. "You were just…"

"Yeah," Ben sighed. Then he gave the guy's shoulder a shove, "but it won't matter and there's no sense in both of us getting grounded."

The boy gave him one more look before he ran, but he shouted, "He didn't do anything wrong!" before he did. Ben saw His mom give the boy a look and her scowl softened just a tiny, tiny bit. Ben watched the boy go until he disappeared around the front of the school just in case. Between the crowd and the parents out there, he'd be safe.

Safer than Ben, anyway.

He touched the Watch and imagined all the ways the device could get him out of this, and then he walked to the fence. "Hi, mom. How was your day?"

"Oh, it's been wonderful," his mom said as she crossed her arms and she dragged out every bit of the last word. "I almost finished repainting the guest bedroom, I just needed some more paint to finish the trim and I thought that since I was going out anyway that I'd surprise my son with a ride home. I just thought it would be from school, not _jail_." She glared right at his eye with the last word and then she stomped her foot. "What were you thinking? If _anyone_ else saw you could have been suspended!"

He lost his grin and kicked the dirt. Cipangu was so much cooler than any of this. If Mr. Belkins had just let him sleep for five more minutes… "They had him on the ground before I even got out here. What was I supposed to do?"

"Get a teacher?" his mom said as she threw her own hands up. "Talked to them?" Ben smirked a little and he shouldn't have, because his mom's glare got deeper. "Or you could actually _read_ the book I bought you about - "

"Mom..."

"- how to deal with bullies. It was written by a - "

"Mom!"

" - very respected doctor. I know you still have it. I saw it - "

"MOM!" Ben shouted as he spun away, with his hands in fists because that was better than using the Watch to get out of here. He wasn't ever going to read one of _those_ books and she should know better than to even ask.

"What do you want me to tell you, Benjamin?!" his mom said, her voice just as heated as his as he heard her stomp her foot again. "That you can beat up anyone you want as long as you think it's a good idea?!"

"It's what heroes do," he muttered as he crossed his arms and touched the alien metal around his wrist.

"On TV," she said and she let out a little noise that cut right through him. "In real life it just makes you another bully."

He spun back around, horrified. "I am not!"

"I know you're not," she said as that lost look of hers started to fill her eyes again and she twisted the gold bracelet she wore around her left wrist, "but it's so easy to make up an excuse. You don't think that those two have an excuse?" she asked as she nodded in the direction that JT and Cash had disappeared down.

"They're jerks. That's their excuse."

His mom sniffed. "I'm sure that's it. I'm sure that it doesn't have anything at all to do with Cash's father running off three years ago or his mom just barely making ends meet, or JT sticking with his best friend."

"Cash was a jerk long before that," Ben muttered, but his eyes flickered away anyway.

His mom sighed again. "Fine. If you won't listen to me, then what would your Sensei say?"

Ben winced even before he touched the bruise he felt coming up on his forearm. He'd jumped the gun so bad with that block and he felt his right foot slip in the grass just a little when he caught his kick. He'd been lucky he didn't fall on his butt like he did in class. He would have gotten all three creases in Sensei's brow if the man had seen _any_ of that. "That my form needs more work."

It was one of the truest things he'd told his mom in months and it still just got him another shake of her head and it was his turn to sigh. He let his arms drop as he leaned his head all the way back. "'That fighting should always be the last resort. That you can take back words but not fists.'"

This time he let out the groan that he'd felt when Sensei said that. Sometimes you just had to Go Hero.

Not that his mom would understand _that._ If she could…

He brushed his fingers against the Watch and for just a second he imagined telling her everything. What the Watch did, that he'd saved the world like five times and a whole bunches of people so many more, but _Cash_ had her freaking out. There wasn't any way….

He let his hand slip away from the watch with a sigh.

His mom gave him a little smile like she'd thought she'd made some kind of point as she touched the fence and looked it over. "Come on, let's find a gate or something so you can get… Ben…"

"What?" he asked as he scrambled up and over the fence. The thing was only six feet high. It was barely even a workout. He dropped down next to her and this time he gave her a look. "What else are fences for?"

"They're not supposed to be a dare," his mom murmured as she shook her head. Finally she leaned over and brushed her fingers over the bruise he could feel forming around his left eye. "I'm not even going to ask how many times you've done that."

He winced even before she touched him and slapped her hand away. "Lots of… I mean, just once. I mean, done what?" he asked as he gave her his best puppy dog look.

"Smooth, Ben," his mom almost laughed as she squeezed his shoulder. "At least I never have to worry about you lying to me."

"Yeah," Ben muttered and he winced because those words stung more than his eye ever did

Not that his mom noticed. She grabbed his right hand and held it up so she could see it and the look she got… "Ben…"

"It doesn't even hurt!" He lied just to make her feel better as he yanked his hand back.

Not that it worked. She just got that worried look back. "Come on. Let's get something cold on that shiner and your hand before they get too bad." He let her lead him to their minivan and tried not to notice it as her smile faded and the worry settled in around her eyes. He knew her, he knew she was running through the whole thing in her head and he knew he'd find her sitting with one of those _books_ in her lap again tonight.

Or worse, she'd go and buy a new one. Either way, the next few days would be _fun._

Not that complaining would help. The last time he'd done that she'd found one that said he couldn't call her mom anymore and she just got over _that._ So he stayed quiet as he settled into the passenger seat. Mostly quiet. "You left a good five feet of rubber behind you when you stopped, Mom. I bet you can do twice that if you peeled out."

His mom went red again as she ducked her head and he knew he'd just said the wrong thing. Dad would have at least laughed, he should have known his mom wouldn't. Girls. "I shouldn't have done that, and neither should you when you can drive, but when I saw Cash throw that punch…" something fierce filled her eyes as she glared over at the library again. "If I hadn't been coming to get you…"

"I could have handled it," Ben said as he leaned his head back because it looked cool and it made his eye feel a little better. He saw his mom give him another look from the corner of his bad eye and blurted out, "but thanks."

His mom let out a noise that sounded like she was getting strangled before she shouted, "That's not what I - ! Fighting isn't good!"

"Well, it saved me from walking, so it's not _all_ bad," Ben said because he just couldn't resist and he could have cheered when he heard his mom let out a little giggle at that. He grinned back and his eye didn't wait to tell him how bad of an idea _that_ was. "Ice sounds good," he moaned as he covered his eye again. "I bet Grandpa - " he started to say, and then he bolted forward in his seat. "You weren't… I was going to Grandpa's after school! He needed help -" he said and he reached for the door handle.

"He's not there, Ben. He got a lead on some part or other for the Rust Bucket. You know how he is now that summer is coming up. He was going to call you, but he didn't want to while you were in class."

"He could have texted…" Ben said, and he didn't even have to open his eyes to see the look his mom gave him at that. Grandpa could run a nuclear reactor and pilot anything with wings, but give him a real telephone…

"It wouldn't have mattered if he did. You wouldn't have answered anyway."

"I was going to! I was just busy right then!" he said as he sat up so he could give his mom the glare she deserved.

She wasn't even looking at him to see it, but he could see _her_ grin as she turned on the engine. "That's fine, Ben. Ignore your poor mother who just wants to spend some time with you…"

"Mom…"

"And who drove all this way just to pick you up after school…"

"Mom!" Ben shouted. It was almost a relief when she started the engine.

And then the radio turned on. He could have lived with it if she'd been listening to one of the lame fossils that she listened to, but she wasn't. She was listening to one of those horrible stations that didn't do anything but talk. His hand shot out for the radio, but the British guy they always had on still managed to say, " - _have ignored last week's resolution. In response the United States government and the Russian Federation have issued a rare joint statement calling for - "_ before he could turn the radio off.

"Why do you listen to that junk?"

"It's our world, Ben," his mom said and she was only a little distracted as she did a u-turn and started the drive home. "We have to know what's going on. It's not all cartoons and video games."

Holding that laugh in almost killed him and he couldn't resist touching the Watch. "Only the best bits."

Her heard her _hum_ something to herself before she gave him another look. "You _should_ be more involved. There's going to be peace rallies this weekend around the world so that maybe we can make the government think twice about all of this. Your father and I are already planning to go to the one here in town and I think you're old enough now to - "

"Ughh…."

"I can't believe that your teachers aren't talking about this," she said to herself. "We have to do _something_ before - "

"They are talking about it!" Ben said back as his mom drove. "That's all anyone does." That's why he fell asleep. People didn't need words. They needed heroes.

They needed him. He looked down at his Watch and he knew…

If Grandpa hadn't gone pale when he'd made the mistake of saying that to him while they were working on the Rust Bucket together over the weekend, and if the Dweeb hadn't given him a look before she went and got a globe when she was helping him with his science homework and showed him just how far away the Balkans were...

Not even XLR8 could get there. Not before the watch timed out. He couldn't do it, but Ben 10,000 could have. That thought made him spend a day twisting the dial back and forth as he tried to find that Master Control again, but he didn't have any more luck this time than he did the dozen times before. So he was stuck in Bellwood and in class while people…

"You can't punch _everyone,_ Ben," his mom said and it was the heat in her voice that broke his train of thought more than the words.

He sunk into his seat and crossed his arms tight around his body. "You do if you want to fix anything."

He saw his mom's hand _move_ in a blur from the corner of his bad eye and he flinched before he realized that she was reaching for the visor over his head and not him. She flipped it down and her voice sounded so close to breaking as she said, "Take a good look and tell me what you fixed today."

He only hissed a little when he finally saw his eye in the mirror, but it didn't keep him from leaning closer so he could get a better look. The skin around his eye was already red and puffy and just looking at it made it hurt worse. No wonder his mom freaked when she saw it. He poked at the dark red skin under his eye just to see if it felt as puffy as it looked. He was blinking away tears a second later and he didn't care at all.

It was going to look so cool in a few days. So much cooler than the bruise he felt forming on his forearm. That was barely worth a glance. He didn't even think it would have hurt if he'd turned his arm just a little bit more before he blocked Cash's punch.

Heck, it probably hurt Cash more. Ben hoped it did anyway.

And then he finally looked at the knuckles on his right hand just so he could see what his mom had been going on about. The punch had been perfect, but they were still scraped and swollen and the one over his index finger looked so close to splitting that he was amazed it wasn't bleeding already. .

But they looked way better than Cash's nose.

Somehow he didn't think his dweeb would care about that, but he could worry about that tomorrow. For right now, he just closed his hand into a fist again and stared at it.

His _human_ fist.

He'd done it. He shouldn't feel this proud about it. He knew that. It was just Cash. It wasn't like he'd beaten Vilgax or Kevin again. He'd just beaten up Cash and…

And Cash looked scared when he got back up. For just a second, but still. And he'd run away.

Ben made Cash run. And he'd done it as him, not as Fourarms or XLR8. Just him. Just Ben. He looked at his fist and he couldn't help the smirk. He didn't even try. It was all he could do to not to shout, "Who's the shrimp _now?_ " But he thought it really, really loud as he settled back in his seat.

He was going to be in so much trouble tomorrow, but for right now…

"It's just some bruises and I stopped Cash from hurting that other kid more," Ben said with a grin. What's a bruise or two to a hero anyway?

"You just don't get it, Ben," his mom said a beat later with a shake of her head. She should have sounded mad, but she didn't. He could have laughed if she'd been mad. Instead she just looked…

She looked like she was about to cry and it so wasn't fair. "Get what?" he asked as she made the turn for their street.

"That fighting doesn't fix anything," she said and she sounded so defeated as she said it. "That you have to be willing to talk if you w - what is _she_ doing here?!"

Ben sat straight up the second he heard his mom spit out those last four words. He was up even before she stood on the brakes again and stopped them right there in the middle of their road. There was only one person in the whole world who annoyed his mom that much.

And if Aunt Natalie was here, then so was…

"Oh, come on!" Ben groaned as he hid his eye behind his hand. How did she do this?! He knew she was a witch, but…

But Gwen was going to get _that_ look in her eyes again. He _knew_ she would the second she saw his face and he _so_ didn't want to hear the lecture he knew was coming. Not today. He could deal tomorrow. He just wanted one day so he could get his strut on.

But as much as he didn't want to hear about it from his Dweeb…

"Your face…" his mom whispered as she stared at him like his face was her math test and all she saw was red ink.

He _knew_ that look. He knew it way too well, and that's what made his stomach drop. "Mom," he muttered. He tried as hard as he could, but he couldn't hide the guilt that he felt welling up inside of him. And if he couldn't hide it, then he'd have to fix it.

It's what Grandpa and Sensei always said, and it's what a hero _did._

So Ben's mind raced. He had to do something to fix this. He just had to. If his mom wasn't here, it would be easy to go hero and run off, but she was and he couldn't so…

Well, it wasn't like he had to run _far._ He grabbed the door handle. "I can - I can disappear."

For a second his mom's eyes lit up, but she looked at his and shook her head. "We _have_ to get something on your eye, Ben. Natalie's a - " she bit off the word she was going to use even though Ben would have given anything to hear his mom slip up and curse just once, " - she means well, but I can take it. You're more - "

"But," his mind raced as he looked around for anything that would save them and when he saw it he could have kicked himself it was so obvious. "But Gwen has Gymnastics at four and you know Aunt Natalie!"

This time his mom's eyes lit up and stayed that way. "And it's a fifteen minute drive at this time of the day at least. She can only stay for about…"

"I'll survive for twenty minutes," Ben said with a grin as he opened the door and dropped out. Then he stopped for a second and added, "but if you could write me a note saying why I couldn't do my science homework…?" That got him a look, the one he expected and he didn't mind. It was worth a try. "Good luck, mom! And remember that fighting doesn't solve anything!" He said as he closed the door behind him.

He didn't even wait for her to drive off before he darted for the closest tree and then the next. He crossed three lawns that way until he made the last wild dash for the tree closest to his driveway. He was sure that Mr. Baumann wouldn't mind.

This time anyway.

He didn't want his aunt to see him, but there wasn't any way he'd let her tear into his mom either. His mom didn't deserve that and neither did his dweeb. He'd find _something_ to distract her if he had to.

He couldn't believe his luck when he made it and no one came charging out of the minivan in his driveway. He was sure that the dweeb would have seen him even if his aunt didn't. Seen him or his mom… who was still parked right where he left her as she just stared at the van and then at him. One glare later she started moving, and a second later she pulled into the far side of the driveway. There was another long minute before he finally saw her minivan shift and he knew that she'd gotten out.

His mom didn't set any land speed records before he saw her walk around the front of their minivan. She shot him a worried look as she did before she looked at Gwen's minivan and -

And she stopped dead in her tracks. Even from twenty feet away he heard her say, "Natalie?" before she darted for the driver's side door.

Ben's eye didn't matter after that. His hand was on the watch as he ran closer. Close enough to see his aunt wasn't even sitting up. She had her head against the steering wheel with her dark red hair draped down so he couldn't see her face and he couldn't even tell if she was….

Ben's heart was in his throat as his eyes darted around for anything that looked even a little out of place, but there wasn't anything. Not in the sky or in anyone's lawn. Their neighbors across the street had even put away their garbage cans for once, which was so not normal but he couldn't picture any of the bad guys caring that much. The only thing that was wrong, the only thing missing was…

Gwen wasn't here. Not unless she was hiding somewhere in the van or she'd gotten -

"Not funny, Dweeb!" he whisper-shouted as he turned around, but the only thing behind him was more trees. He jumped and spun around again when he heard his mom knock on the window, but he didn't jump anywhere near as high as his aunt.

The whole van rocked as she sat up and Ben ducked under the window as he saw her head dart around. Then he heard the electric whine as her window went down and just made out, "Sandra? What are you…?" Ben heard his aunt's voice do plenty of things before. He'd heard her sigh and yell and complain. He'd even heard her laugh once or twice even though she looked like she regretted it a second later.

But he'd never heard her like this. He'd never heard her sound _lost._

He never heard his mom sound as worried as she did right now either. "Nata…. Lili? Is everything okay?"

"Of course it is!" His aunt said and she almost sounded normal as she snapped the words out. Almost, and then the lost came back. "I was just at the doctor's and I... I…"

Ben gave the world one more look before he let go of the watch and darted from the last tree to the passenger side of the minivan. He crouched down low as he reached for the phone in his pocket. He didn't have any idea what was going on, but that wasn't his job. That was thinking work, and that was all - "That _can't_ be the time! Gwen has gymnastics! She's going to - !"

"She can miss one class, Lili," his mom said in the same tone of voice that she used to use on him when he was sick and he _hated_ it so much because it always made him feel like he was two, but - but it always made him feel better, too, which was the worst part. "I don't think you should be… Why don't you come in for some tea?"

"I… but Gwen. She'll be waiting… You _know_ how she gets."

" _Someone_ can call her. You don't have to worry about that," his mom said, her voice raising just a little in case Ben had gone deaf in the last five seconds and he knew something was wrong just because his aunt didn't pick up on it at all.

"I… I… okay," Lili finally said, and she sounded so small as she said it. Ben felt the minivan move against his back as she got out and he eased himself up so keep an eye on both women through the windows. His aunt always dressed like she was going to some fancy job and today wasn't any different. Who else would wear a skirt and blouse just to go to the doctor? But even her clothes were wrong. They were all wrinkled and so not like her. "Do you still have…?" she started to ask as they walked up the path to the front door and she turned just enough that…

That if it was anyone else, he'd think that she'd been crying just from the way her makeup was running down her cheeks, but his aunt never…

His aunt didn't cry any more than his dweeb did. He flipped his phone open and he came this close to tapping the call button three times, but he didn't want to start a panic, so his finger went to the 1 instead. He hovered over the button as he waited for them to go inside, but he was ready to jam his finger down if he had to.

"I still have some of the tea you like," his mom said and she didn't get angry at all as she said it, which was a surprise, but not the biggest one. That was when his mom put her arm around his aunt's shoulders and his aunt let her. "Come on, Lili, let's sit you down and I'll get a pot started. I can even call Frank for you if you want while we wait."

"I…" his aunt started and then she let out a giggle and somehow hearing the woman _giggle_ was even freakier than seeing the proof that she _cried._ She didn't even try to hide it behind her hands, and when she looked over at his mom he could see the smile still on her face, but it looked like the smile that bad guys got after he'd punched them in the face a _little_ too hard. "I _suppose_ someone should tell him."

Ben didn't have a clue what that meant and his finger jammed down on his phone the second the door closed behind them. He shoved it against his ear a second later and Gwen still answered first. He wasn't even sure if the phone _rang_ before she did. " _Mom? Is that you? Where are - ?"_ The Dweeb's words came out in a rush that he never would have understood if it was anyone else. A rush at the top of her voice.

"It's me. Your mom's here and - " Ben said as he fought down the urge to yell back as he stood back up. He wanted to hurry after them, to keep an eye on them before he heard her gasp and he realized that he'd said the exact wrong thing. "Your mom's at my house talking to my mom! Not Hero Time!" he said, the words tripping over each other. "I don't think."

" _Why?!_ " Gwen asked and he could hear her fighting down the urge to freak out more. " _Why would she be talking to your mom?! She was supposed to go to the doctor! I was just about to call them because her appointment was an hour ago and she… she's never...!"_ he could hear her voice breaking with worry.

"She did!" Ben said back as he tried to fight down the urge to really Go Hero and stay calm. "I think she did? She said she did, but she - " he caught himself before he finished that sentence. He was sure that saying _she's almost as freaked out as you are_ wouldn't go over well. His mind raced as he wished she was here, the calm her that could think. It wasn't fair to make him do the thinking and she _knew_ it! "What did she… what's wrong?"

" _I… nothing. She went a couple of days ago because she had the stomach flu, but besides that…"_ He heard her take deep, gasping breaths, " _Her doctor wanted to run some tests before they gave her anything and… And they were just going to give her the results today and give her some medicine. She said it would be quick…"_

"Maybe she got sick again," Ben offered as he listened for screaming and pressed his head against the window. The inside was so much neater than his that it almost made him sick. There wasn't any old candy wrappers in the back, or soccer balls, or even dirt on the carpet. They only thing even a little bit out of place was his aunt's purse and…

And one of those folders that the doctor gave his mom every time she made him go, one that was way thicker than any of the ones he'd gotten.

" _I don't… maybe. She locked herself in her room for an hour last night after she…"_ Gwen babbled as he tried the passenger door and it didn't move.

"Hold on, there's a folder," he said as around to the driver's side door. He heard her take another breath as he pulled the door open and scrambled inside. He'd seen something sticking out of the top of the folder when he saw it, but now that he wasn't squinting through the tint or trying to read it upside he could see that it was a pamphlet. Just enough of the top corner was sticking out and he could read the words - **What to Ex -** at the top before the rest disappeared under the cover. He was just about to scoop the whole folder up when he heard his mom let out a wordless shriek.

She screamed so loud that he could hear her even through the closed door and the folder didn't matter anymore. He couldn't believe… "Never mind. She's _fine,"_ he spat out as he shoved himself out of the minivan. His feet hit the ground hard and he didn't even care.

" _What? How do you - ?"_

"They're fighting. _Again_ ," Ben spat out as he slammed the door hard behind him. He wanted to open it up and slam it again, but he didn't. He just glared at the front door and he couldn't believe…

" _What? Ben? What are they - ? Ben? Doofus, I know what you're thinking! Don't you dare hang up on -!"_ he heard Gwen shout from the phone as he closed it with a click that wasn't anywhere near as satisfying as slamming it would have been. He shoved it in his pocket and reached for the watch.

The world always looked better after it flashed green.

He gave his home one last look as he ground XLR8's fangs together before he turned and let the whole street blur away behind him. He was so tired of them and their stupid fights. He just wanted…

People needed a hero. Not just the people on the news, but…

He all but flew down his street and the next one and the next until Gwen's house was right there. He spent half a second thinking about how jealous his mom would be when he saw all the yellow roses that were already blooming in the flower beds before he kicked that thought off of a bridge. Like they needed an excuse to yell at each other. He wasn't here for them or some stupid flowers, anyway. He wasn't here for the fences either. Not the little white washed one across the front yard that he could have jumped over or the one that was as tall as Grandpa that started about halfway down both sides of the house and closed off the back yard even though they should have both been so easy. 

Should.

Ben had learned his lesson last summer when XLR8 just went right through a fence instead of up and over like he planned. The mess he made was _awesome_ and it only hurt a little, but he knew that if he did it here he'd _never_ hear the end of it, so he did things the boring way. He had started to slow down a mile away and he still had enough momentum to carry him up the wall next to the garage door and across the roof to her room, and the wheel-like things barely made a noise as he twisted and stopped at her bedroom window.

At her _empty_ bedroom with its _locked_ window.

"Come on!" Ben sighed as he threw his head back. A quick run showed that the rest of the rooms up there were just as empty, he just wished he could give them more than a quick glance. He might have if she didn't have the nosiest neighbors in _town._ "I am _not_ running Mrs. Jones to the hospital just because..." he started, his words moving as fast as the rest of him as he remembered how the woman came and complained because the dweeb's birthday party was too loud last year. The _dweeb's._ If that set the old lady off then a dinosaur on the roof would just about kill her. That was the only thing that made him jump down into her back yard, and the only thing that kept him from going right for the back door and shaking the handle until the lock had enough was the flash of red that he saw through the kitchen window as he raced by and back. 

The same red hair he saw every day for three months and he could spot _anywhere_ now. Not that the sunshine yellow walls or the black refrigerator made it any kind of challenge as she paced in front of both with the cellphone still against her ear. The walls and glass didn't do anything to cut down the thunder in her voice either as she all but shrieked into the cellphone still at her ear, "-hang up on me!" 

She shrieked just like she did so many times last summer when she looked over and saw one of his alien faces in the window without any warning…

Ben couldn't help the grin that spread under XLR8's helmet, or the claw that reached up to tap on the glass as he remembered, but the both froze when the dweeb finally stopped yelling into her phone and pressed her left hand against her eyes like she was…

She _couldn't_ be. Gwen didn't…

His dweeb didn't _cry._

His claw found the glass a second later, but he hit the glass so often that it sounded more like a woodpecker than the quick tap that he was going to do just to make her look even as his feet pawed at the ground. She spun around at the noise and dropped her hands and for just a second his heart stopped because he was sure…

But then she grinned at him before it melted into a scowl as she ran for the back door as fast as she could. It still felt like forever before she got there and it was all Ben could do to not just go _through_ the door so he could…

He didn't know, but just standing there was _torture._

At least it gave him time to make sure that… the dweeb's eyes _looked_ dry and there was nothing wrong with her glare as she slowly reached out for the door knob. There wasn't anything wrong with his grin either as he finally noticed what she was wearing.

"How did you know?!" Ben hissed the question out from between XLR8's fangs as he pointed at what she was wearing. Not the unzipped blue hoodie she had on, but the dark purple costume under it that he would know _anywhere_ after all the nights he'd seen her wearing it. She even had the bright purple ribbon tied around her waist already. All she was missing were her mask and gloves.

"Know what?" Gwen asked as she looked down in surprise. As she looked way _too_ surprised.

"That you didn't have to go to class! That we could - " he started and he was so excited that his tail shook. Then he saw her blank expression and his eyes got bigger, big enough that the sunlight hurt as he figured it out, " - Your Lucky Girl costume is just what you wear to _gymnastics_?"

"Duh! What did you think it was?" the queen of the dweebs asked, her jaw set as she glared at him.

"But… Mom has pictures of when you win awards! You don't wear - !" he shouted as he waved his hands at her. She wore something like her bathing suit in all those pictures, only it was all bright blues and reds and covered in enough sequins that it looked like she was wearing stars.

"That's what I have to wear for _meets_ ," Gwen sniffed as if it was as _obvious_ as she shoved her hands on her hips and her eyes went to the sky _._ Then she waved a hand over the body suit that she had on under her jacket, the one that was a purple so dark that it almost looked black. It blended in with the night when they were out kicking bad guy butt and covered everything down to her wrists and ankles like it was made for the heroing, not for - "This is my practice unitard."

Her _practice - ?_

_That's_ how she got her costume?! "That's not how Kangaroo Kommando does it!" Ben grumbled the words that he wanted to scream out as he tried to imagine his hero just ironing his symbol onto his old commando uniform and - and was that what he did? The show never really got into the backstory and the comics had been rebooted so many times that -

"Ben!" And his whole train of thought hit the brick wall of Gwen's glare and died. Then she took it out back and shot it as she growled out, "They're really…?"

For just a second, Ben almost sagged because _he_ wasn't the one in trouble this time, but only for a second.

"It's _them_ and fighting is _wrong_ unless they're the ones…" he hissed out through alien teeth and he could feel the rant right there, enough of a rant to send him storming around the room until there was a windstorm and he was _sure_ that she was right there with him. He _knew_ all the little tells she had for when she was really mad, he'd learned them a long time ago so he'd know when to run and she had them all now. Her jaw was set and her face was just turning red as her eyes burned, but she still had her arms around her middle and…

And her hands were shaking even though she had them wrapped around herself. He wanted to rant and rave and he wanted her to do it with him just to see what they could come up with because their moms were _crazy._

But his was just annoying. She didn't… Gwen's mom was way crazier today. She got dibs. For now, anyway. Dibs he was so going to call in if his mom had one of _those_ books in her lap when he got home.

One day he was going to figure out how he had an alien watch on his wrist and she could do magic, but their _parents_ were still the weirdest things in their lives. That and when they'd stolen that crown from the Dweeb after all the years she'd held on to it.

And she was working on getting it back, too. "She… she didn't say anything?" Gwen asked as she got that pinched look between her eyes that she always got when she started _thinking_ and her words started to mush together as her mouth tried to catch up. "She was… she just wasn't feeling good and she wanted to get some medicine! She… she didn't say _why_ she went to see your mom, or why she… she _knows_ thatIhavegymnastics and - !"

"She said it was okay if you missed _one_ day," Ben said, just to make her _slow down_ and because it was always funny when he surprised her. She always got the best wide-eyed look on her face, and she _so_ didn't disappoint today.

"She - she did?" Gwen asked and she covered her mouth as she said the words like they were dirty.

"That's what she said," Ben added with a nod and a sharp-toothed grin as he waited for her to cheer. If she did… if she did then maybe he wouldn't have to tell her that she only _almost_ said it. That her mom only kind of agreed with his when _she_ said it, or that Aunt Natalie looked even more freaked out when she said it as Gwen looked when she heard about it.

She didn't cheer. Of course she didn't. She was _Gwen._ "But… but… the coach is… and I have to practice and - and you can give me a ride!" Those words all tumbled out of her and he gave them the eye roll that they deserved even as he fought down the urge to grab her up in a hug. At least _she_ was acting normal. A normal doofus, but still…

"I _could…"_ Ben said as he winced. He didn't… his foot clawed at the carpet as he glanced out the window again because it was better than looking at any of the pictures that were hanging in here where the dweeb and his aunt were both glaring at him. That was what made him ask. "Is it close?"

"It's about twenty minu - " Gwen started to say when her face fell as she realized…

He could get her there, but she'd never be able to explain _how._

"I _could_ still take you. I know how much you _need_ those smiley face stickers, you _nerd._ We'd come up with _something... "_ Ben started and he waited for her to roll her eyes which was always Gwen for _duh._ He waited and waited and when she didn't his tail started to shake again as he leaned in and hissed, " _Or…"_

For just a second he thought that would knock her back to normal and start in on him about how _important_ her stuff was. For just a second he almost thought he read her wrong, and then she gave him a grin so big that he zipped over and had her in his arms before she could even _think_ about changing her mind.

Not that Gwen looked like she _would._ Not after she wrapped her arms around his neck. Not when her eyes lit up at the very thought. He only stopped for a second, just long enough to give her bare face a look as he asked, "What about…"

She shot a look upstairs to where she had her Lucky Girl mask hidden before she made a noise and just zipped up her jacket and pulled the hoodie over her bright red hair. It didn't make her look any different at all to him, but _he_ wasn't about to say anything. Not after she growled, "Let's find someone who needs to get punched."

He barked a laugh into his face plate and they were off.

\- o - o - o - o - o -

They crossed town a dozen times, two dozen, and they never found anyone.

Man, Ben _hated_ this town. Literally anywhere else they would have tripped over someone or something that was either trying to conquer or _eat_ the world at least, but in Bellwood? They couldn't even find a _mugger_. He wanted to scream in frustration after the first circuit, but he'd…

Gwen didn't say a word as he carried her, she barely even moved in his arms and she kept her face pressed against XLR8's chest the whole time so he couldn't see her face. He was already on his way back when he heard the watch let out it's first warning beep, and he set her down at the last second as the world flashed red.

Her eyes went wide when she saw where. "The park?" she asked and she somehow managed to mix surprise and anger in those two words as she looked around at their spot. They must have just cut the grass because he could smell it in the air, and the trees were just starting to bloom over their heads.

He took it all in with a shrug. "It's better than going home."

"I - " Gwen started to say and he swore that he saw her lips with up, and then she exploded. "I can't believe she did that! What is _wrong_ with them?! Didn't she even care that I was - " she shouted it all, her arms flying as she stomped around and he didn't say a word as long as she didn't start glowing again. There were some fights that even he was smart enough to stay out of. "When she didn't pick me up at school I just thought that the doctor was running late, but when she didn't come home and she wouldn't answer her phone either…

"She's been getting sick more and more for _weeks_ now and I've been trying to get her to go to the doctor and she _wouldn't listen!_ I don't think she would have gone this week if she hadn't gotten so sick when she was making dinner on Monday! She didn't even make it to the bathroom and… Not that she would let me do anything to help, not even when things started to burn on the stove. She wouldn't even let me call daddy. I was so mad at her and then you called and I… I thought…" she whispered the last few words as she hid her face behind her hands.

"Yeah," he said as he shifted his feet as he tried to figure out what he should do and the only thing he could think of was to tell the truth. "She was freaking me out."

She shook her head and he'd been worried that she was crying, too, when she dropped her hands, but if she was then she was a lot better at hiding it than her mom was. "I'm not... She was freaking me out, too. I'm not mad at _you._ At least _you_ called. At least _you_ were - " she started to say as she spun around and met his eyes for the first time and her voice died as she slapped her hands over her mouth.

He figured out why a second too late. He shoved his hand over his eye anyway. An alien watch fell from outer space and landed at his feet. If he could get that lucky once, then maybe… "You weren't really about to say I was being _responsible,_ were you?" The words rushed out of him and he made a show of gagging at the end of them just in case his luck needed a hand or a kick in the butt. "Take it back!"

Not that it helped. Of course luck would take _her_ side. "What happened to your eye?" she asked into her hands. Her eyes went wide with worry, and then they narrowed. "You promised!" The hands over her mouth dulled her yell, but not the hurt in her eyes.

"I didn't go hero!" he shouted because it was true. Mostly. He didn't use the watch anyway. Not that she would see it that way. His mind raced as he backed away from her. "I was just… practicing my kicks after class last night and I slipped. It's nothing."

"It's not…" Gwen said as she let her hands drop from her mouth as she moved in closer and started to reach up. "Does it hurt?"

And he didn't need two eyes to nail her with a look after all. "No, it feels _great_."

She rolled her eyes at that as she worried at her hands. "Can I…?"

"You wanna poke at this one, too?" He said as he stared at her with his one good eye. What was _with_ her? He swore, every time he got a bruise...

"I don't wanna - !" She started to say before she realized just how obvious a lie it was. Then she chewed at her lip for a second before she said. "I might be able to help."

"How?" He asked, not believing a word of it.

"Just let me _see,_ Doofus!" she said with another stomp of her foot and if he knew that if he told her just how close she was to whining she'd hit him.

So he dropped his hand and grinned when she gasped. "I know, right? It's going to look so cool tomorrow."

"Such a doofus," she said with a shake of her head and he would have grinned if that didn't make his eye hurt. They were going to eat this up at school tomorrow, he knew it just from how wide the dweeb's eyes were getting. He felt his chest puff up and for just a second… if she was acting like this because he slipped, maybe he _should_ tell her the truth…

And then she nodded. "I think… I think I can help. A little anyway."

"How?" He asked again.

"How do you think?" She asked before she closed her eyes. He watched her lips move, but she didn't make a sound. He figured out what she was doing a second before a soft pink light burst to life in the air around her right hand.

He always tried to sound so bored when she did this stuff, but he couldn't keep the excitement from his voice when she opened her eyes. "You're going to witch it away?" Who cared about bragging rights when his video games were finally coming to life?

"Kinda," she said with something that was almost like a grin. "Hold still," she said as she leaned in close and pressed her palm over his eye.

He couldn't help flinching. It _hurt_ when his mom touched the bruise forming around his eye and he knew her, Gwen didn't do gentle. Not with him, anyway, And he didn't trust the glow around her hand. Like, at all. So he waited for her to poke and the magic to burn and…

And it didn't happen. She didn't even try to touch the bruise, she just cupped her hand over his eye and he winced, but there wasn't anything zapping against his skin or anything. There was just the cool skin of her palm and the heat of the magic and he didn't know how much it hurt until the pain started to fade a little. He didn't know how bad it hurt until the pain started fading away. He didn't know was going to sigh until he heard it either, and he saw her raise an eyebrow when he did. "What? It tickles," he lied.

And she didn't say a word. She just grinned and the magic felt a little bit warmer. He tried to look bored, but… but if the light show was this good, he couldn't wait for her to let out the freaky words.

Except she didn't. She just stayed quiet as she stood there. He waited as long as he could, like a whole five seconds, before he blurted out, "Where's the main show? Get to the witchy bits already!"

"Hush. Who's the sorceress here?" The Dweeb asked as she tilted her head back and put her left hand on her hip. She looked so proud, but she still didn't say anything even a little magicky and he only needed one eye to see her bite her lip.

Ben barely had a chance to wonder why before he figured it out. "You don't know any healing spells?!" He crowed in surprise.

"I do, too!" Gwen answered with a stomp of her foot, like that would distract him from her blush. He kept staring until she got her deer in the headlights look and dropped her eyes. "Fine, I don't… there's a few spells and a couple of potions in the back, but all the ingredients are super rare and I don't trust them, but - but this works, too! Shut up, it does! I don't know how, but it does! Paper cuts heal up super quick after I've been casting - that's how I noticed - and so do bruises and stuff. I've been using it for weeks now! It won't fix everything, but it's way better than ice and a hot pad! See!" She shouted as she yanked her hand back from his face.

And… and his eye felt better. It still ached, but it… "Ow!" Nope. No buts.

"It's still hurt, dummy," Gwen said with a shake of her head. Then she leaned in close and reached up to poke at it herself. "But it doesn't look as swollen. It'll probably be super tender for the next few days, but…'

"But what?" Ben asked after she dragged out the last word and her eyes narrowed into a glare. "Fiiiinnnnneeee. It feels better. Thank you."

"Don't doubt the sorceress," the dweeb said as the magic faded from around her hand, but her face glowed with a grin. Then she cocked her head, "So, what did you break and how much trouble are you in?"

He almost choked. "What?" How did she do this?

"You said you slipped when you were practicing..."

"Oh… The end table by the couch. And I didn't break it! I was just practicing my side kick and my foot slipped and my head bounced right off," Ben lied as easily as anything and he saw her sigh. He almost thought he got away with it, and then she smacked his chest. "Ow! What was that for!?"

She lifted her chin. "I told you that balance is more important to the kicks than power and you didn't listen! What good kicking through a wall if you end up on your butt right after!"

He smacked her arm right back as he bit out, "Like you know!"

And the look she gave him at that…

The look disappeared for a second as she yanked her hoodie off and let the sweatshirt drop to the ground next to her. Then the look was back and he knew he was in trouble as she dropped into first kata and he scrambled to catch up with her. She barely waited for him to get ready before she threw the first punch.

And he knocked it aside. He did it! He couldn't believe it, but he did it! He almost started to grin…

And then she launched a side kick at him that made the one he tried to give JT look like he was going in slow motion. He heard the toe of her sneaker cut through the air right next to his ear before he could do anything to block it, but she didn't stop there. She didn't just pull her leg back, she kicked it up and the kick turned into a backflip that ended with her standing on her hands. And she stayed there and glared up at him. "You're right, Ben! What do I know about karate!?" she asked in a honey sweet tone that didn't do anything to mask how she really felt. "Or balance?"

His face burned as glared at down at her. "Show off." Like he didn't know that she was better than him already.

"Who, me?" Gwen grinned as she stood there on her hands and he almost asked if the grass tickled. Then, just to rub it in, she lifted her left hand off of the ground, too. He saw her right arm shake just a little, but the rest of her barely even shifted as held her whole body up on one hand. He glared at her and then he had enough. He spun around and was so ready to leave her there when she called out, "It's just practice, Ben. You can't… I shouldn't have gotten mad either, but it's just practice! I got plenty of bruises learning how and I can help you if you'd let me."

And she sounded so sincere that he froze. "I know…" he said and he hated himself for saying it even as he touched his eye again. She wouldn't have fallen for the sucker punch. If Cash had tried that on _her…_

If Cash…

He imagined Cash _touching_ her and the world went red. He heard a growl and he almost looked around for the loose dog before he realized it was coming from him.

"Fine. Be that way," Gwen grumbled and Ben knew that she'd heard it, too, and that she thought...

"It's not you!" he said in a rush as he spun around and held his hands up. "For once," he added with a grin as he tried to think. He waved his hands around as he tried to find the words. "It's just…" he said as he looked down at her. Her face was red and he would have thought it was from the blood rush if she wasn't scowling, too, and making a point not to look at him. He knew that look, it was her _Ben Who?_ Look. If she'd had a book or her laptop she would have disappeared into it and pretended he didn't exist for an hour or two or until he did something to remind her that he was right there.

She didn't have a book now, but that didn't stop her. She rolled out of the handstand and away from him, but that wasn't good enough. No, not for the _Dweeb_. She started dancing around in the clearing around him with her eyes closed. It _had_ to be something she learned in gymnastics or dance because Sensei would have glared a hole right through her if she even _thought_ about doing the exaggerated kicks and spins that she was doing now in the dojo. Ben was no Sensei, but he still gave her his best as he followed her every move, as he watched the sash tied around her waist dance through the air with her.

And she didn't look at him at _all_ as she did it.

He _hated it_ when she acted like this. He hated it even more than when she was just doing it to show him up.

Which she so was right now. _On purpose._ He watched her balance on the ball of her right foot with her arms spread wide and arch her back as she stretched her left leg straight up into the air behind her until it looked like she was trying to kick the back of her own head. She held the split for so long that he winced, then she scissor kicked her legs closed like it was nothing before she threw her arms wide and spun away, the sash trailing after her like a tail.

And she still didn't look at him, still didn't open her eyes as she danced to whatever dweeb song she heard in her head.

He touched the Watch and he knew that there were aliens in there that would have made her look as clumsy as he felt right now, but - but that was the aliens and not him. He didn't know what the difference was sometimes, but he knew that she never looked at any of _them_ like he was looking at her. They amazed her, but she was never impressed by what they could do and he…

He wanted…

He'd never be as good at school as her and she could _have_ gymnastics, but karate...

He could beat her in karate. Maybe. Sometimes, when he hurt so much that he didn't even want to _think_ about moving, he'd imagine seeing her staring up at him from the mat and the look in her eyes…

Not angry, she wouldn't be if he beat her in a match. Shocked, so shocked. Shocked and maybe…

Just thinking about that look was enough to make him move again, to do another pushup or another Kata until he got it right. But if he wanted to see _that_ look in her eyes before he was ancient _,_ then he'd need all the help he could get. "Maybe I could…" he tried, the words dying in his mouth as she did a somersault that ended in another one handed handstand and he couldn't help his glare or his grumble. "Now you're just showing off."

She didn't say a _word_ she didn't leave it at that either. She kicked her legs and spun around on that hand like she was breakdancing and stopped so she was facing him, so he could see that she still had her eyes closed and that she wasn't paying _any_ attention to him.

This time his growl was real and _all_ for her. She _always_ did this, all the way back to when showing off was her coloring inside the lines. He hated it so much that he…

That he sucked in a breath as he remembered just what he used to do to her when she smirked like that or when he got tired of her ignoring him. His eyes went to her sides as she switched the hand she was balancing on and her costume was tight enough that he could almost make out her ribs through the stretchy material and he knew…

She didn't have a chance.

He had to bite the inside of his cheek to keep from grinning as he slipped closer to her and dug deep so he still sounded mad as he grumbled, "It's easy enough to do stuff like that here where its quiet, Dweeb, but what happens when someone distracts you?"

For a second he thought that she was going to keep ignoring him, which suited him just fine. He moved closer to her as quietly as he could because if she had even a clue he'd never catch her. Close enough that he could reach out and -

And jump as Gwen sighed, but she kept her eyes closed as she said, "That's harder, but it's like Sensei says, you just have to stay focused - " as he slipped closer. He was just reaching out for her when she picked that moment to open her eyes. Eyes that went wide when she saw how close he was to grabbing her. "Don't you dare!" she screamed and dropped her legs as he lunged.

She was so quick, but he'd played a thousand video games and he _knew_ just where to go as she tried to roll away and caught her just before she could get her legs back under her. In another second she would have popped back up on her feet and it would have all been over, but he had an arm around her stomach before that could happen. He heard her gasp in surprise when he did and that only made it sweeter as he wrestled her to the grass.

Even with the surprise she still almost slipped away three different times before he sat down on her hips and caught her hands in his. It took all his strength to push them down to the grass over her head.

All of that, and it was still just a matter of time before she got loose. He knew it, She proved it a month ago when they'd been learning ground grapples and she'd gotten out of a pin that was a lot like this one. Not that it stopped Mary from bragging about how she managed to pin Gwen _at all_.

That girl bragged about those ten seconds like they made her Ali and Ben already had his Dweeb down for longer. Eat it, Mary! "Say uncle!" Ben demanded as he grinned down.

"Never!" Gwen blew some loose strands of hair away from her eyes as she glared back up and pulled at his hands. He could see her planning something and he knew that it would hurt if he let her do it. The only thing that was holding her back was - "I don't care about your eye, Doofus! Or if you go Hero! If you don't get off of me in the next five seconds then I'm still going to kick your - "

"Fine! I'm just playing," Ben said with a fake huff as he sat back on his heels and let go of her hands. He dragged his fingers through the grass on either side of her body as he pulled his hands back.

If she figured it out...

She didn't. He could tell just by the way she smirked up at him as she said, "Thank you!" Those two words dripped with sarcasm and he didn't care. Not now that his hands were right by her sides. "Now, if you could just get your big butt off of - " Her smirk died the second she felt his fingertips brush against her sides. Whatever her costume was made out of felt cool under his fingers and too thin too give her any protection at all as he tickled her. "Ben! NO!" She squealed even though it was already too late.

Gwen could kick his butt in any fight that didn't use the watch, but she never could handle being tickled. She burst out in giggles before he even really touched her and they exploded out of her as he ran his fingers all over her sides. She slapped at his chest and grabbed for his hands, but he just leaned back and any time she caught one hand he'd just tickle her harder with the other until she started to writhe and let go. He waited until her face was as red as her hair before he let out a cackle of his own and demanded. "Say uncle!"

"N - ne - never!" Gwen squealed.

"Then you must stay focused, Tennyson-san!"

"Stopitstopit!" The Dweeb howled between giggles as she tried to fight him off, but she barely had it in her to try and roll away from his fingers and he couldn't help his wild grin.

Not just because he was getting her back, just a little, but because it was the first time he'd heard her laugh like this since they were like four or something and…

And he missed it. He'd made her laugh plenty of times since then, but she always hid it behind her hand it was something she was ashamed of. Now she didn't couldn't even try and her giggles filled the clearing. "Focus!" he shouted again as she writhed under his hands. And then he remembered…

Man, they'd been tiny the last time they'd done this, but Ben still remembered how she shrieked when he tickled her under her arms. He was so ready to hear her shriek like that again that he leaned in closer so he could do it right and he knew that she was still just as sensitive there just from the way she thrashed as he slid his hands up. "Say uncle!"

"Ne - ne - !" Gwen tried to say as she giggled so hard that tears ran down her cheeks. When the words wouldn't come she jerked her head back and forth and smacked his chest hard enough that he was sure that she'd given him another bruise and it so didn't matter. The way she bucked as his fingers found her ribs almost did. She almost threw him off, but he sat back on her hips hard and forced her back to the ground. The second he did, he gave up on teasing her and just slid his hands up her sides. _Nothing_ was going to stop him no -

And then he felt something as he slid his fingers up her side. Something under her costume. Something just under her arm. Something that felt like a couple of straps coming together before it ran behind her back, but the only thing that she could be wearing that had a strap _there_ was a -

A -

He felt his _body_ burn as he jerked his hand back. He forgot all about tickling her as he just stared down at her in shock. She - she -

She didn't realize that he'd stopped any more than he saw her hand fly up. It was more of a muscle spasm than anything karate. A wild, open handed swing that would have turned his cheek or his chest red for a few minutes and stung for a while longer before he forgot all about it if she'd hit him anywhere else.

Anywhere but his left cheek. Anywhere but against his black eye.

Instead his world burned white for what felt like forever. It hurt worse than it had after Cash had punched him, worse than anything that karate or the bad guys had done to him so far, and bad enough that he couldn't even scream. He shoved his hands over his eye and kicked away from her. The jolt as he landed on his butt didn't help anything. Neither did hearing her gasp out, "Serves you - " in between giggles.

The second he could get his lungs working again he got ready to let out the scream he couldn't a second ago - a yell that used all the words he'd heard at school that he wasn't ever supposed to say - and he opened his good eye so he could give her the glare she deserved when he did it because he just tickled her a little and she didn't have to -

And his mouth dropped as he forgot how to make any words at all when he saw...

She was curled up in a ball in front of him with her back to him. She must have rolled away the second she knocked him off of her. Rolled away and curled up in a ball as she clasped her hands over her sides so he couldn't tickle her again, but it didn't -

But it didn't -

But it didn't hide anything! If anything it just pulled her costume tighter! Tight enough that he could see the straps of the… of the… through the material as they stretched across her back and over her shoulders…

She was… She was wearing…

But the only people who wore…

Girls…

But Gwen was wearing...

But the only people who…

Gwen was wearing a bra! Gwen was a girl! Gwenwasagirl! _gwenwasagirl!_

And he'd - !

She finally sat up and turned just enough that she could glare at him, or she could if she wasn't trying to wipe the tears from her eyes. Her face so red that he was sure that she _knew_. She _freaked out_ when he touched her laptop, he couldn't even imagine -

He knew - he'd touched her -

She was a girl. Gwen was a girl. GWENWASAGIRL _GWENWASAGIRL_ _ **GWENWASA**_ -

Her eyes went right to the hands he had clasped over his left eye and she lifted her chin at him. "Serves you right, you jerk," she snapped, and it would have sounded a lot more threatening if another giggle hadn't torn through her right in the middle.

He knew… he always knew she was a girl just like his mom was, but it didn't mean anything. Not really. She was just Gwen except that she got weird and wore dresses sometimes and liked to shop way too much and had way too many different creams that all smelled like fruit. It didn't…

It wasn't like she was a _girl_ girl. She was just Gwen and… and he could punch her arm and they insulted each other and she had his back and -

And she wore a bra and -

She was just Gwen. She wasn't…

It didn't…

She was a girl. He'd been tickling a -

"It was just a little slap, Ben. Why do you always act like it's the end of the world?"

He barely heard her say any of it over the pounding in his ears. Not once she started brushing off her costume and it so _wasn't fair!_ Why did her costume have to be so - ? And why'd she have to start wearing -

Why today? She didn't wear one last summer. He knew she didn't. He'd gotten stuck doing the laundry often enough that he would have known. He'd seen his mom's that way and…

And it was just his mom's and gross. Gwen should have been…

She wasn't. She _so_ wasn't. He stared at her in her costume, at her body and he felt like… Gwen was a girl. _Gwenwasa -_

"Ben, are you okay?" He heard the worry in her voice now and he tried to say something, tried to lower his hands, but nothing was listening to him. All he could do was stare and sweat like he was in Death Valley again because he…

He'd felt her _bra._ He wouldn't ever be okay again!

His eyes shot to hers and he saw the worry reach her eyes as she looked him over and he didn't… She wasn't gross. Why wasn't she gross, too?!

Her eyes went wide and he was sure that she was about to storm off and she should. He deserved it and…

And why couldn't he stop looking at her chest!? She didn't look any…

Did she?

"Ben?" He heard her ask again before his name ended in a hiss and her hands shot to her mouth. He never thought that he'd be happy when she did that, but he was now that her arms hid things he _knew_ he shouldn't be looking at.

Or thinking about.

He didn't think that things could get any worse, and then Gwen dropped her hands and scurried over until she was so close that he couldn't look at anything but her. So close that he saw scowl and hiss at something as she stared at something on his hand. Close enough that he could almost see her decide to ignore whatever it was as she relaxed and her eyes flickered back to his. "I really didn't… I didn't mean to hit your eye, I just… I mean, it's _your_ fault for tickling me, but…" she said, her voice shaking and her eyes huge and still wet from his tickling her as she stared. "Let me take a look. Please?"

"You're not going to…" Ben didn't even know what, but he knew her. She could think of something.

"No," the dweeb said. When he still didn't move she sighed and held up her hand. "Pinkie swear."

"Fine," he muttered as he pulled his right hand off of his left and they shook on it. He felt her wrap her hands around his and he didn't know why until he let his left hand drop and she squeezed it.

The only thing that kept him from freaking out about _that_ was how worried she looked as her face half-blurred in the sunlight. "Well?" He asked as squeezed her hand back and tried to blink the blurriness away. It seemed like it took forever before he felt something wet run down his cheek and her face focused again, but it did.

Not that it did anything for the rest of his eye. It still throbbed, but maybe a little less with every pulse. "I don't… I don't think that it looks any worse. It's just really tender."she said, and then she stopped and chewed her lip before she added, "Sorry," in a voice so soft that he barely heard it.

"It's…" Ben said, and he almost jumped in surprise when his voice finally played along. "It's not like I felt it." The words just fell out of his mouth and when he realized what he'd said he would have given up everything, the Watch and his gold Sumo Slammer card everything to shove them back into his mouth. He waited for her to freak out, to start hitting him and screaming and…

And she didn't even blink. She didn't… She didn't know, but she would if he didn't say something else. Anything. His mind raced and latched on to the only thing he could think of. "But if you want to make it up to me then I have a science project…"

Normal. Good. That sounded normal. Like he was talking to his dweeb and not a…

His words sounded as normal as the way Gwen rolled her eyes when he said it. "I don't feel _that_ bad," she said and he knew she was lying just from the way her brow crinkled, "but I'll proofread it for you when you're done."

"Deal," Ben croaked out as he tried not to think about how he could feel her knees pressed up against his and her hand still on his wrist. How her skin was so soft and he would have thought she was freezing if he didn't know her hands always felt cold. And then she lifted his right hand up and wrapped both of hers around it as she held it up to her eyes. A girl…

A girl was holding his hand and it didn't feel gross and why didn't it feel gross?

It took him a bit to realize what she was staring at. His knuckles. He'd forgotten… She must have seen them when she was checking on his eye. She looked _furious_ as she stared at the scraped and swollen skin there. She looked even madder now that she did when he got to her house, and she topped it when she finally met his eyes again. "Ben, what really happened to your eye?" She looked furious but she sounded so calm when she asked that.

Like he was going to fall for _that_ again.

But he couldn't think of any more lies. Not now. Not with her holding his hand and looking at him like that. "Cash," he said and he somehow kept the name from becoming a gasp as she squeezed his hand. She was a girl. A girl was…

She looked furious and…

Gwen was furious, and that was just like her. Gwen was a girl, but she was still Gwen. He grabbed onto that thought with everything that he had. _She was still Gwen_. She just wore… he'd felt… he'd almost touched…

He shook his head and the words tumbled out. "He… I was taking a shortcut home and JT and him were beating up on another kid and I couldn't just let…"

The girl didn't look any less mad, but she didn't let go of his hand either. Not even when she reached up with her free one to brush her fingers over his eye again. He didn't wince, not this time. He couldn't even tell if she touched the skin around his eye. "Why didn't you…" Gwen asked, her voice soft and he knew that anyone else would have thought that she was about to cry when her voice shook, but he _knew_ her and he knew that she was as mad as he'd ever seen her. "This is what Sensei _trains_ us for, Doofus!"

"I did!" Ben said as he made himself stare into her eyes because it was the safest place left now that she was so close. "This was just a sucker punch. When he tried it again I - " and then he remembered why he didn't want her to know any of this, why he'd lied to begin with.

Her voice went flat as she asked. "You what?"

"I… mom thinks I broke his nose," Ben said and he winced as he waited for her to explode at him, to give him the same lecture that his mom and he so didn't want to hear it again. Especially since he knew that he couldn't distract her like he could his mom.

He never imagined that she'd take a deep breath and mutter, "Good," or that she'd look so fierce and proud as she said it.

And his chest puffed up so much at the look, but he couldn't help asking. "Good?"

Gwen's heard jerked in a nod as she stood up. "Good. Maybe that idiot will finally figure out that he should leave you alone."

And he almost relaxed. She was a girl, but she was still Gwen and he could deal with that. He dealt with it for the four seconds it took her to sit down close enough next to him that he could feel the heat of her body against his arm. She didn't look at him at all, she just stared up at the trees and the sky. He almost jumped when she sighed and rested her head on his shoulder. "Just seven more weeks. I can't wait to get away from all of them. I can't wait until it's just you and me and Grandpa again."

And he didn't know what to say. He never did, not really, but he could usually come up with something that would either make her laugh or chase him and either was good. But now…

Now he could smell the strawberries in her shampoo and his brain wouldn't do _anything._ She was a girl and her hair was tickling his ear and he didn't know…

Then he heard her suck in a breathe a second before she bolted upright. "But if you ever try to tickle me again you can stay here! Jerk," Gwen declared before she elbowed him. Hard.

His ribs hurt and he didn't even stop to think. He just elbowed her right back and said, "You're just mad because you didn't get to punch anyone today and I did."

"I'm sure I'll get to punch plenty of people this summer," the dweeb said as she tilted her chin up and she sounded so serious, and then her hand went to her mouth as she giggled at her own joke. Then she leaned against him again as she said, "Which reminds me! Grandpa's been asking me if there's anywhere special we wanted to go, and I was thinking - "

He listened to her plan out their whole trip and he just stared at the outline of the strap he could just see running over her shoulder. She was just like she always was, and she was completely different and he didn't know…

"Ben?" Gwen started as the rest of her words died off and the worry came back. He saw bite her lip as she stared at him. "Are you sure that you're okay?"

"Yeah! Why?" Ben said, both words bursting out him like they were the geysers that they'd seen together once as his eyes darted away.

"Because you're acting even more like a _doofus_ than you usually do, and I didn't think that it was possible," Gwen grumbled just like she always did and that should have made him feel better, but…

"Am not!"

"Are too!"

"Am - " Ben started again as he spun back to her and he tried to meet her eyes, he tried to glare at her like he should have been doing for all this time, but… "Fine," he said, his voice tight as he looked away again. "I was just remembering the last time I - " he swallowed the word ' _tickled'_ because he was sure his brain would make a bigger boom than even the Omnitrix could have managed if he said it, "You were so mad that I got higher than you on my old swing set and that was the only way that..."

She'd been ignoring him back then, too, but she wasn't a _girl_. She was just Gwen and teasing her was _fun._ Now...

"You - " Gwen started. If she really was a girl - if wearing a bra meant _that -_ then he knew that she'd blush and giggle like all the girls in his class did _all_ of the time. Ben sucked in a breath and he waited for his Dweeb to go away and turn into one of _them_.

He'd never been happier when she smacked his arm instead. "You _never_ got higher than me on the swings, Doofus! You tickled me back then because you were _jealous!_ "

Ben let out a bark of a laugh that made her narrow her eyes at him and he didn't _care._ "Please. Lying to yourself isn't healthy, Dweeb. It's been years now. Just admit that I'm the king of the swings and let it _go."_

"You - " Gwen repeated, and then her hand wrapped around his so hard that it _hurt_ as she yanked him to his feet. "You _so_ aren't! Come on! There's a swing set in the park's playground and we're settling this right _now!"_ She only slowed down for a second, just long enough for her to grab up her sweatshirt before they were off just like they would have been last week.

Ben followed after her as she all but dragged him down the jogging path because she never let go of his hand and some part of him listened to her rant at him. That part insulted her right back, but the rest of him…

The rest of him was still sure it was a trick until they got to the still empty playground. That was when Gwen let go of his hand and shoved him back hard enough that he ended up on his butt before she spun and dashed for the swing set. She cackled the whole time, but never as loud as she did when she started swinging higher and higher as she stuck her tongue out at him and called, "Slowpoke!"

Ben just sat there and stared at her as she swung higher and higher with her short hair catching the wind and her sash trailing behind her. He should have been so mad at her, but he just laughed and wiped his sweaty hands off on the grass as he watched her go. Maybe she could be Gwen and a girl all at the same time after all. Maybe...

That was the thought that finally got him off his butt and sent him racing for the swing next to her as he shouted, "Cheater!"

"Doofus!" she laughed as he chased her into the sky. So she was a  _girl_ now. So what? She was still his Dweeb.

It didn't change a thing.

**Notes for the Chapter:**

> Author’s Note I’ve been very lucky over the last few weeks because a fantastic artist named Zilpa Eden has been illustrating some of her favorite scenes from the classic version of Little Moments as well as making an awesome new cover for Breaking Point. You can find this and the rest of her work at [Deviant Art](https://www.deviantart.com/zilpaeden). I hope that you all check it out and leave her reviews, because her art really is amazing.


	11. Gwen Tennyson's No Good Very Bad Day

**Chapter Eleven: Gwen Tennyson's No Good Very Bad Day**

_Angelwood Elementary School_

_Bellwood, California_

_May 28, 1999_

_2:25 pm_

**\- get to go Hero before we go to bed tonight!**

Gwen read those words from the phone that she had half hidden in the folds of her skirt and she wished that Ben was there just so he could see the eye roll that they got. Her thumbs raced across the keypad as she typed back **You are SUCH a doofus. There's no way** and then she closed the phone with a click and hid it in her lap again.

She should put the phone away. Every part of her that had _any_ bit of sense screamed as she tapped on the smooth plastic back of her phone. She was breaking _so_ many rules just by having the thing out of her bag, much less texting. The rest of her glanced at the clock again and swallowed hard. She couldn't. Not yet. Not until…

She tried to tell herself that it was the last class on the last day and that should matter. No one was stopping _Ben_ from using _his_ phone and he still had almost an hour left before _he_ got out!

But no one _ever_ stopped Ben and the fact that she only had fifteen more minutes didn't help Traci.

The little brunette girl sat clear on the other side of the class and she was trying to hide behind her hair, but Gwen could still see that she looked ready to cry as Mrs. Adams perched on the edge of her desk and read out loud from a folded piece of paper in her hands, "'- said I can ask you if you wanted to come with us to Disneyland next week! Do you?!'" The woman finished with a flourish of her free hand and a fake squeal as the rest of the class cheered and Traci sank her head into her arms.

Gwen squeezed the phone in her hand as she watched and shook her head at everyone. Honestly, it was just _Traci_. The girl was sweet, but she was beyond flighty and what did she _think_ would happen? She passed the paper right in front of Mrs. Adams! Gwen shook her head at _anyone_ being so dumb. Not even the doofus would -

The thought was tossed right out of her head along with everything else when her phone buzzed again. Her world shrank to the little glowing screen and the thump of her heart as she flipped the phone open and hoped…

She could have screamed when she read; **No way?! Did that mutant brain of yours finally overheat? Don't you remember last year? We barely got out of town before things went crazy!** Then she spent the next thirty seconds thinking of all the ways she knew to smack the smirk off of Ben's face.

And he _was_ smirking right now. She could just see him sitting in his desk with the biggest and dumbest smile on his face as he kept _doing_ this to her and she just wanted to strangle him.

And she felt her lips twitch up anyway as she texted back; **My brain is just fine! Yours is the one that always gets scrambled, Mr. Leads-With-Your-Chin. That's why I know that there's no way!**

She wished that she could see his face when he read _that._

Or that he was here right now so she could tell it to him to his _face._ She glared at the back of the boy's head who was sitting in the desk in front of her as she hid the phone in her skirt again and imagined the doofus sitting there instead for the she-didn't-even-know-how-many-times and shuddered. At least Tom was quiet and knew how a comb worked, which was more than anyone could say about her cousin.

If Ben really was there he'd be _such_ a pest. She knew that she'd never learn a thing with him always mouthing off or turning around to bug her or throw things at her and it would be horrible.

Just horrible.

She couldn't even believe that she was imagining it and she felt so disgusted with her brain for betraying her, but that only lasted until she looked at the clock again and saw that another five minutes had flown by without her even realizing. An hour…

She squeezed down on the phone because her mom should have been done over an _hour_ ago! Why didn't she text back? Why - ?

Why was everyone laughing? No, not everyone. Just the _boys._

Her eyes shot over so she could see why. She was sure that Mrs. Adams saw another note, but the woman wasn't unfolding a note and she wasn't smiling at all. No, it was so much worse than a note. She was talking to the _pig_ in the front row. " **-** certainly never heard it put like _that_ before, Mr. Coleson, but I suppose it's true. From a certain point of view anyway."

"From every point of view, Mrs. A.," the boy said with a laugh that made Gwen glare. She didn't even know what the boy said this time, his words were just as greasy as he gunk he put in his hair and she wasn't the only one who thought so. Every other girl was glaring, too, and the boy just grinned bigger because of it. "King Arthur would have been fine if he just kept his girl in line."

Gwen shot her hand into the air as she smirked and leaned forward. God, she loved making the creep choke on his own words. It wouldn't even be a challenge, not like it was when she was arguing with the doofus.

Flint wasn't anywhere near as clever.

She never got a chance to crush him like the bug he was because the witch that was three rows over and a desk back didn't bother to wait for Mrs. Adams to call on her. Marci just let out a disgusted sniff and tossed her hair back. "Sure, like it's all _Guinevere's_ fault! Lancelot was _so_ innocent for hitting on a married woman and King Arthur just _had_ to pout for the next ten years."

Gwen glared at the girl because it was everything that she was going to say and she _hated_ it when that happened. Agreeing with Marci was the only thing worse than hearing Flint's 'thoughts.'

Hearing the idiot in the desk next to him was hardly any better. "Please, Guinevere _wanted_ it and you all know it. She's the one who led them both on." God. It was hardly a wonder that the idiot had been held back a year. It was like listening to a slug.

"Yes, yes, Mr. Ferguson. We all know how _you_ feel," Mrs. Adams said for all of them. Gwen waited for almost three seconds for the woman to keep going from there, to finally nail the boy to the wall like he deserved and she didn't. She just turned her back on the boy and called out, "Mr. Johnson, if you would - " like what he said would just disappear and it _so wouldn't._

Not if _she_ had anything to say about it. Gwen's left hand started to shoot to the sky again so she could give both of the boys the smack that they deserved and -

And then she felt the phone buzz between her right hand and her thigh again and she forgot all about everything else in her hurry to flip it open. She hoped and - and it was the doofus _again._ **Me? You're the crazy one, you Dweeb. I'm telling you we'll be kicking butt and taking names before the sun sets.**

 **Kicking your butt, maybe.** She said as her thumbs pounded down on the buttons as she bit her lip so she couldn't grin. **It's impossible. Ben. There's no way things can get that crazy again.**

She didn't even close her phone this time before her phone vibrated again. **It so will now Jinx Girl LOL.**

She let out a sniff when she read that. Just because _he_ got bad luck when she had the Luck Charm didn't meant that she was a jinx! And she didn't even have the thing anymore! No one did! It was dust like all the rest. All except the one that didn't do anything but look cool on her shelf. Her fingers flew as she typed back. **So not a jinx! You are! If anything bad happens it'll be because we have to pick you up in 45!**

Gwen slammed her thumb down on the send button and she heard it click. It only took her a heartbeat to realize how wrong that was and she froze in her seat.

A second ago the class had been so loud she couldn't hear the phone vibrate, much less hear herself type. Even in Angelwood classes didn't get that quiet. There was always _someone_ whispering about something or dropping something or - or - or -

She always thought that the noise bothered her before she realized that the quiet was so, so much worse. The only time she ever heard this many people being this quiet was right before the screaming started. Her eyes flickered over and she saw everyone staring her way, but the only thing anywhere by her was -

Was the windows.

Gwen was a Tennyson, so she always got stuck in the last row when she'd rather be up front. The only good thing about it was that she always got a spot by the windows. It used to be the only good thing, until last summer. She swallowed hard as she tried to center herself as she reached for the call button on her phone. Grandpa should be right outside and Ben was across the city, but if she hit the panic button that wouldn't stop him. Not unless…

Unless… If she looked left, if she looked out the window would she see smoke on the horizon? Alien ships in the sky? An army of monsters charging? She didn't - she'd seen all three. She had _nightmares_ about all three even though this was Bellwood and _nothing_ ever happened in _Bellwood_. Dreams where her home was on fire, or Ben's was or her school. Where everyone around her was screaming and monsters were everywhere and she -

And she would wake up, covered in sweat and tangled in the sheets and trying not to scream as she scooped up the phone and ran for the window and - and she'd just stand there. Every part of her wanted to call, to make sure that it was just a dream, that Ben wasn't really -

That she didn't just _stand there_ as he _begged_ for help and -

And she couldn't. Not when he'd just make fun of her for freaking out over a bad dream. She'd stand there until the sun came up as she wondered if she could really fly to Ben's house or where she could get a cauldron or a crystal ball for the scrying spells she saw in the back of her spellbook. The Newts eyes and toad legs were easy, she'd just have to raid Grandpa's fridge, but she didn't do that either. She just stared at the spells and -

And wondered why she had to wear this stupid uniform and the stupid skirt that didn't have any pockets so she had to keep her spellbook in her backpack! She wanted to lean over and scoop the thing up, but she eyed the wall full of windows next to her instead. She knew that she'd need every bit of her focus to cast a shield spell big enough to cover all of it.

All of her focus and the spell would knock her on her butt for the rest of the day, but she'd do it anyway. She'd seen what glass did after an explosion and a headache was nothing compared to that.

The words were right there, and they were the only ones. There still wasn't anyone else talking or rushing to the windows and she'd never heard a crowd stay so quiet for so long. Quiet enough that she just had to look so she could see just how much trouble they were in.

And there wasn't _anything_.

There were cars and minivans lining up in front of the school and even more filling up the parking lot, but there weren't any aliens or monsters. She didn't even see anyone standing outside of their cars and screaming because someone cut them off. She stared at the normal for another half second as she tried to make her heart stop pounding before she turned the other way because the room was still too quiet, but everyone was still staring past her and out the windows.

No. They weren't staring out the windows. They were staring at _her._

"Well, Ms. Tennyson," Mrs Adams asked from just behind her right shoulder and Gwen couldn't help jumping in her seat because she was _sure_ that the woman was across the room just a second ago. The rumors were true, she _did_ have more eyes hiding under her white hair. "I believe that you had something to say?"

"I…" Gwen said as she hid her phone in the folds of her skirt again and tried to remember. She remembered that Flint was being a pig again - which was normal - and that she agreed with Marci - which _so_ wasn't - and that she was going to raise her hand, but…

But…

But she couldn't remember what she was going to say. Her eyes darted to everyone around her, desperate for a hint from anyone. A note or a whispered word would have been enough, but…

But no one said anything. A few people were red on her behalf, and Traci crumpled and hid her face the second Gwen's eyes met hers, but the rest didn't even bother to hide their glee. Marci and her two shadows looked like they wished they had cameras as they watched her squirm and Flint had his arm over the back of his chair and she didn't even want to know what _he_ was thinking _,_ but everyone else…

She helped them so many times. She'd tutored most of them just a _week_ ago and…

And they were enjoying watching her misery just as much as people she _knew_ hated her. Her mouth went so dry as she looked up and the look in Mrs. Adams eyes was worse. There wasn't any glee in her eyes, just _disappointment._ "I'm sorry, Mrs. Adams, I - " she began as she sank away from all the eyes. Her mind raced for a way to finish that sentence, for something that would save her and -

And then she felt the phone buzz again.

"Wasn't paying attention? Obviously, Ms. Tennyson," Mrs. Adams said with a slow shake of her head as she took another step forward so she could loom and the giggles that started all around them. Gwen was sure that things couldn't get any worse, and then the woman held out her hand. "Maybe you'd have an easier time of it if you gave me your phone."

"No!" Gwen shouted, the word bursting out of her as she squeezed down on the phone. "I'll - I'm sorry! I'll put it away! You don't have to - "

Mrs. Adams didn't blink behind her glasses and her hand didn't waver. "Your phone, Gwendolyn. Now."

"Please!" Gwen begged, but there wasn't any warmth in Mrs. Adams eyes. Gwen stared back for as long as she could before she dropped her head and held up her phone.

"Honestly, Gwendolyn, I expected better of you," the old woman said as she took it, and the words tore through her. Gwen wanted to explain, but the words wouldn't come and she couldn't take her eyes off of her phone.

"The texts could be important," someone said, and Gwen grinned at the words, at the help, until she realized who said them. Her head flew around and she saw Marci staring right at her. The blond girl was twisting a lock of her long blonde hair around her finger and she looked so worried for just a second. Then she smirked and added, "You should read them, Mrs. Adams, just in case. Out loud."

No! Nonononono!

"Yeah!"

"You read our notes!"

"It's no different!"

Gwen heard every call as everyone else joined in and she just wanted to die as she stared at her teacher, who stared right back. She watched as the woman flicked the phone open with her thumb and she tried one more time. "Please!"

"You know what happens, Ms. Tennyson," was all she got from the woman. Gwen wanted to crumble and hide, but somehow she managed to sit up straight and stare as she tried to remember what the doofus had said, but she couldn't stop the blush as the woman started to read out loud in _that_ voice again. "'Honestly, Gwen, you can't worry this much every time I go to the - '" and then her voice trailed off as her eyes went back to Gwen and the disappointment was gone. Mrs. Adams closed the phone with a click as she slipped off of Gwen's desk and her normal voice filled the room again. "I think we have more important things to talk about in our last five minutes together," she announced and Gwen sagged with relief as the woman took her phone up to her desk and set it in the top drawer.

"What?!" A boy yelled out and Mrs. Adams back stiffened because _no one_ did that. And he wasn't the only one now that he dared to. More and more voices called out after.

"No fair!"

"You read our notes!"

"Why is _she_ always so special?!"

And then Blair topped it off with a disgusted little sigh that filled the room almost as much as her muttered, "Of course _Little Miss Perfect_ gets away with it again."

The room went quiet _again_ and Gwen felt the eyes come back, but not all of them. Not this time. Not Mrs. Adams's. Her eyes locked onto the girl in the desk right in front of Marci's. "What was that, Ms. Hada? Do you have something to add?"

"No, Mrs. Adams!" Blair said in a bright voice. "I'm sure that Gwen is perfect like usual!"

A dozen more mutters followed that and each one hurt even though no one would meet her eyes when she looked. Gwen stared at them all, and - and she just wanted to _scream_. She _helped_ them all! Why - ?

"That's enough!" Mrs. Adams said, her voice a thunder. "We aren't here to talk about Ms. Tennyson! I've had - " Gwen didn't know what the woman had because her phone chose that second to vibrate again and it was so much louder inside the wood drawer.

There were rituals in the back of her spellbook that promised that they would open portals to worlds great and terrible. Places of fire and wonder and Gwen never knew if they would really work and she wasn't brave enough to try them even if she did have the time or the materials that she needed to cast them. She wanted to open them up now and just jump through. It didn't even matter where the portal went. Space, a volcano, the Null Void, _anywhere else_ would have been better. Gwen stared at her phone in horror as everyone else stared at _her._ It wasn't her mom, she wouldn't text again. So it had to be -

Why? Why couldn't that _DOOFUS_ just -

Magic couldn't save her, but the bell did.

"All right everyone. I hope that you all have a good summer and remember your reading for next year! We're starting right in on H. G. Wells!" Mrs. Adams called out with what should have been a laugh as the room turned to the chaos of everyone shoving things into their backpacks and maybe it would have been if she wasn't talking about _that_ book. "The school finally approved it, and it's an important book! Not everyone gets to read it, so I can't wait to hear what you all think! But that's three months away." Those words broke the tension and sent everyone racing by Mrs. Adams desk for the door next to it.

Almost everyone. For once Gwen just shoved everything into her backpack as she jumped to her feet and pulled it on over her shoulders, but she didn't take a step for the door even though she'd been waiting _weeks_ for this. Instead she slipped around everyone who was as she called out, "Mrs. Adams, I'm so, so sorry…" .

"In a moment, Gwendolyn. Take a seat," Mrs. Adams said, her voice cool as Gwen sank into a desk and watched everyone else leave as they all watched _her_. "Mr. Wilkins, if you would," she asked the last boy and he only jumped a little before he nodded and closed the door behind him and only then did the woman even glance at her. "You're the last one I'd _expect_ this kind of nonsense from, Gwendolyn. What's - "

And Gwen followed even though the words made her stomach hurt. "I know," she said in a miserable whisper. "I - I don't even know why - "

That got her another look and a sigh. "Sit down, Gwen, and tell me what's going on with your mom," she said as she turned the desk in front of Gwen around and settled on top of it.

"I - " Gwen tried to say, before the words and the worry in the other woman's eyes got to be too much. She looked away and whispered. "She had a doctor's appointment today. I just wanted to - "

"It's more than that, I'm sure. You're a sensible girl, Gwen. You wouldn't panic like this over one appointment," Mrs. Adams said and all her laugh lines turned to worry, even if she did try to joke. "Or if you do, I better not tell you about all of mine. You'd never leave your room again."

Gwen tried to say something, but the pit of worry in her stomach wouldn't let her. It was all she could manage just to shake her head before she wilted.

"Shoulders back, head up," the woman said, her voice kind. "It's always best to face bad news head on, Gwen."

Gwen nodded and made herself do just that. She even crossed her legs at the ankles and tucked them under her as she clasped her hands together. If her mom could see

her now…

Her mom would be so proud, she looked like the perfect lady. She - "She - she was really sick last month. Mom said it was just a stomach flu, but… She finally stopped getting sick a couple of weeks ago, but she keeps going to the doctor anyway and - "

The worry lines got a little deeper on the woman's face and her eyes drifted away. "Did she say what's wrong?"

"No," Gwen said with a shake of her head. "She just says that she's _fine_ and tells me not to worry." And she tried. She really did, but - "But daddy's been taking time off of work to go with her and he _never_ does that. Not even when she got that horrible flu last year. He tried back then and she just said she was perfectly capable…" the words died out because she'd been so proud of her mom then. It was stupid and silly and daddy looked so hurt, but… "He's going now. And I think that they keep giving her blood tests because she always comes back with a cotton ball stuck to her arm."

Mrs. Adams made a noise at that. Something that sounded like a laugh or gasp and Gwen couldn't tell which and the woman's face didn't offer any clues. "Doctors are vampires, Dear. You can't worry about that. I'm always amazed that they leave me with any. And the other texts?"

"Other?" Gwen whimpered.

"I've talked to your mother before, Gwendolyn. She's never called you a dweeb to my knowledge."

That _doofus!_ "He's just my _doofus_ of a cousin and he's _bored_ so…"

Mrs. Adams face darkened. "Bored, is he? I don't recall any other Tennysons in this school, but - "

"He doesn't," Gwen started and swallowed, "he goes to Drake."

"Well, that explains _that,"_ Mrs. Adams said with a sniff. Then even that faded away. "Does he know?"

Gwen just shrugged before she nodded. They'd both been too keyed up to sleep last night and she'd let it slip after he'd gone Cannonbolt on some guy trying to steal a car even though she _called_ it and it was her turn. She didn't know what she expected Ben to do, but she'd hoped for more than him shoving her shoulder and shouting, 'Tag, you're it!' and before he rolled off. She didn't catch him until the watch timed out and it felt so good when she tackled him to the ground, but still…

She wanted more than just that. Sure, he pretending he cared when he sent his first text an hour ago, but then he just went full Ben on her. "It's his last class, too - he probably slept through all the rest - and he's a pain when he'd bored."

"He was just texting during my class?" Mrs. Adams asked and she hummed something when Gwen nodded. "He might not be as much of an idiot as you think, Gwendolyn." Gwen didn't understand that at all, or the soft smile she got a second later as the woman reached over and squeezed her hand. Not until the woman said, "But your mother did say in her text that this was her last visit, so you don't have to worry anymore while you're on vacation."

"Really?" Gwen gasped and Mrs. Adams laughed in surprise as she bounced out of her desk and gave the woman a hug before she burst away and ran for the desk. "I can't believe it!" She had to read it for herself and make sure it was real. She reached out for the drawer and froze as Mrs. Adams cleared her throat.

"You know the rules, Ms. Tennyson, and I already let you skate once, today," her teacher said, and she almost seemed sad that she had to say them when Gwen spun around and stared. "You were using a phone in class. I'm supposed to keep it until your parents can come in and claim it."

Gwen heard the words and felt every bit of the joy she'd just felt disappear. Her _parents?_ She… "I - I can't! I'm supposed to be going on a trip with my Grandpa! I'm already supposed to be - !" She was supposed to be gone five minutes ago! They should already be on the way to pick up Ben!

She - she ruined _everything_. "It won't happen again!"

"I know it won't," Mrs. Adams said, her voice hard enough that Gwen flinched. "If it does…"

"It won't!" Gwen said with the same force she used for magic. "I promise!"

Mrs. Adams looked at her with those same worried eyes and she sighed and shook her head as she got up. "If you were _anyone_ else, Gwendolyn." With that the woman walked up and around Gwen so she could sit down at her desk and reach for a drawer, but Gwen's grin shrank because it was the wrong one and died all together as she pulled out a yellow piece of paper.

"Mrs. Adams?" Gwen all but gasped.

"In a minute, Gwendolyn," Mrs. Adams sighed as she reached for the pen she always has behind her ear and started to write. **Natalie, I caught your daughter using her phone in class today. I know that this is hard to hear, but -**

She kept writing, but that was as far as Gwen got before she looked up and she barely kept the panic out of her voice as she gasped out, "Mrs. Adams!" She was getting written up? She was getting a note to her _mom?!_ She only - she broke the rules once! She didn't even get a _warning_ first? It wasn't fair! It so wasn't! "Please don't!" she begged and she hated that she had to.

Mrs. Adams sighed again as she finished and carefully folded the note before she passed it over and Gwen felt numb as she took it. She'd never… "Obviously, I don't expect you to return this signed, Gwen, but please make sure that your mother reads it as soon as you can." Then the woman smiled like she'd done her a _favor_ as she opened her top drawer and reached inside. "Now that that's done, remember your reading and I hope that you have a - a- I swear that I put it right here…"

Gwen felt her heart stop at the words and her whole world shrank to the insides of the drawer as her teacher pulled it wide open. It was stuffed with papers and books and boxes of pens, but there wasn't any phone, no matter how deep the woman dug. "No," she breathed out in panic as she crushed the paper in her hand because she _knew_ and then she ran for the door even as her teacher called her name again. "Nonono…"

The halls were packed with kids trying to get to their lockers or the door and they moved so _slow_ even with her pushing through or slipping around them, but there were just so _many._ She came so close to forgetting every promise that she'd ever made Grandpa and just letting the spells fly, but somehow she kept them in. She couldn't keep in the one curse that slipped out of her lips, though, one so vile that she could just hear her mother snapping at her, that this was what she deserved and that ladies didn't…

Once. She broke the rules _once._ After all the good that she'd done and all the people she'd saved - the _worlds_ she'd saved - the _universe_ she saved - She broke the rules _once_ and this was what she got?! "It's not fair!" she said as she shoved the crumpled up note into a trash can as she ran by. The words were a mutter, but she could have screamed them and no one would have heard her over the rest of the noise. Not that it mattered, as loud as they were, her heart pounded even louder and she came so, so close to screaming out a spell that would knock everyone over just so she could get through when she saw an opening.

It wasn't much, but it got her into the main hall. A few more got her to the front door and she burst out into the daylight. She stood on her toes and she could see the Rustbucket all the way down the street to her right. She wanted to get him, but that would have meant explaining and she _so_ didn't have time! She gave it one last look before she hurried down the steps and ran the other way instead.

Or tried to, but there was just as big a mob outside the school as there was inside. Bigger even, because there were parents _everywhere_ now too and groups of girls who crying and hugging and boys who punched each other instead of saying goodbye because they were boys and they were dumb and she wished…

Wishes didn't matter. She made her way by them all without more than a thought, then she gave up on the sidewalk altogether and the polished black leather of her Mary Janes touched grass for the very first time as she ran and the voice in the back of her head that sounded just like her mother hissed in dismay as she broke another rule.

And kept breaking it.

She ran across the grass and down the length of that wing of her school for the picnic tables just passed it. There were a dozen or so scattered under huge trees that were somehow older than the school even though that seemed impossible and the picnic tables under them. _Everyone_ went after school while they waited for rides because is was the best place to read or talk or just run around.

Not that she ever did that. Or even wanted to.

It was always crowded, but everyone usually spread out over the tables or on the grass. Not today. Today they were all packed around one table even though it was the last day and they were free. She heard them all laugh or oooooo at something and she _knew_.

Just like she knew _everyone._ She'd just been in class with most of them, and the rest must have wandered over. She wanted to run and die, but she shoved her way through anyway. She ignored every glare she got, but her lips twisted back when she saw them go red when they saw her and she kept pushing until she got through.

And it didn't matter.

None of it. Not all the running and pushing or running on the grass. She was already too late.

Marci was perched on the edge of a table right in the middle of the crowd with her legs carefully crossed at the ankle like she really was the queen that she thought she was and everyone went quiet as she read from the phone in her hand, "'-hear from your mom? Is that why you aren't answering? I swear that if you don't text back in the next minute I'm going to go hero!'" Marci's free hand went to her heart at that as she cooed, "Awww, guys. Gwen's boyfriend is so _sweet."_

Gwen felt her face burn as everyone's ooooo's tore right through her, and it was all the worse as everyone else saw her and started to point. She spun around and met every point and every eye with a burning face and her hands in fists as she hissed, " _Go away!"_

The words echoed in her ears with her pounding heart and she didn't stop glaring even as they all flinched. As they went as red as she was before someone drifted away, and then another, and then the whole group scattered like there were a pack of rabid Wildmutts chasing them. Even Flint and Sean turned, but not before Flint gave her a look that felt even grosser than the laughs had been a second ago.

Watching them run should have made her feel better, it didn't. It just made her feel angrier as she spun on her heel as she stuck her hand out and demanded, "Give that ba - !" she started, and the words died when she saw Marci still just sitting there and reading as her two lampreys leaned in close. "Awww…. Gwen, you _have_ to teach us your secret," Marci said with a wide smirk. "He's so _worried_ about you."

Gwen felt her face _burn_ even redder. That… Marci didn't have any _right. None_ of them did!

"It's so _adorable!"_ Olivia said as she tossed her long brown hair and clasped her hands over her heart.

Blair nodded and leaned in close and none of them even _looked_ at her. "I want a boyfriend as _caring_ as Gwen's!"

"Shut up!" Gwen shouted at them and stomped her foot as they giggled again. "Shut up and give it back!"

"But this is so good!" Marci squealed as she slid off the table and landed softly on her feet, but she didn't take her eyes off of the phone in her hands for a second.

"You better do what she says, Marci, before _Little Miss Perfect_ starts _crying. A_ gain!" Blair said from Marci's right as the Asian girl hid her giggle behind her hand. Not that it did anything to hide the malice in her dark eyes.

The words hit her like a punch to the gut, one that made her mouth drop and left her gasping for air. _One_ time. _Once._ And she didn't even…

And if her magic hadn't been going out of control and her doofus wasn't so _clueless_ she never would have…

She didn't even know _why_ it hurt so much when she heard Ben say that they weren't friends, but it did. It still did, even though he made it up to her, like, five seconds later, but still…

But it did. It still did, a little, even though she knew…

And now she had to put up with _this_. She glared right back at Blair and, for just a second, she thought of all the ways she could wipe the smile right off the girl's face with a move or a spell, but ladies didn't do that. Her mom spent almost as much time teaching her the proper way to fight as she did teaching her how a lady should sit and stand. All the things that whispered in the back of her head every time she screwed up, but this time she listened. This time she brought her fingers to her lips like she was _so_ delicate and said, "It's _so_ undignified to talk about things like that, don't you think, Blair? It would be like me bringing up that day in kindergarten..."

And it was all she could do not to grin when Blair turned _white._ "That was… I was _five!"_ the girl sputtered.

"So? I was four and three quarters and _I_ didn't…" She didn't smile as she let the rest of the sentence die, she didn't _dare._ That would ruin _everything._ She just sighed after a second and added, "But you're right. There's a reason that ladies don't talk about such things," Gwen said with her sweetest smile even though her skin crawled with each word because they felt like dark magic. Karate was so much cleaner and arguing with her doofus was like sparring, but this?

This was just about being mean.

Gwen _knew_ that she'd earn her black belt one day, but Marci already had hers. The blond girl's eyes went to Blair for just a moment and she didn't smile or anything, but Gwen knew that she'd forgotten all about what Blair did that day until now just like Gwen knew that she'd use the memory like a spell or a curse one day. That Blair was her _friend_ wouldn't matter at all.

It never saved her.

And, despite it all, all everything that Blair said and did, Gwen still wished that she could take the words back, but it was too late and they _all_ knew it. Especially Blair, who was still pale as she watched Marci from the corner of her eye and glared at her. She didn't think that the girl could hate her more, but...

But one day wasn't today, and Marci's eyes went back to the phone as her lips stretched out into a grin. "Look at all these messages from 'Doofus!' I wonder who _that_ could be?" she squee-ed and Gwen felt her cheeks burn at the sound even though she did everything she could think of to stay calm. She even tossed her hair even though it was short and carefully pinned in place with her barrette like a lady would.

At least they were alone. Mostly. She cast a glance back over her shoulder and she saw a couple of people watching from the sidewalk - including that pig Flint and she didn't even _want_ to imagine what he was thinking or why he was smirking at her like that - and then she turned back and forgot all about them when she saw Marci's finger tapping a button on her phone. "Give it _back!"_ Gwen hissed as she forgot all about fighting like a lady or staying calm. She just charged forward and grabbed for her phone.

Marci barely glanced up as she Pirouetted away from Gwen's hands like it was nothing. Ballet so wasn't the same as karate, but Marci had been dancing for years and years and her reflexes were every bit as good, and then Olivia and Blair were there and in the way. Gwen knew six moves that would take out all three as Marci danced behind her two friends and clicked away at the phone and if it wasn't for her mom's voice or the promise she'd made Grandpa she would have used them all. She would have done it before the blond girl let out a giggle that made Gwen freeze as she squee-ed, "I'm so, so jealous! I wish I had a boyfriend who texted me _every day!"_

"He - he doesn't!" Gwen sputtered as she blushed and stomped her foot. It didn't matter how many times they teased her about Ben over the last few months, it _always_ did this to her and she _hated_ it. "And Ben's not my _boyfriend!_ _ **Gross!"**_

Ben?! Her…?! She shuddered at the thought. She couldn't even _imagine…!_!

But she could _move._ She slipped between Blair and Olivia as the two girls looked over their shoulders and caught the phone out of Marci's hand. Her smirk was so wide it _hurt_ as she waggled the phone at the three of them, but she held it so tight that she was sure that it would break if it wasn't for everything that Ben did to improve it.

And somehow she felt her cheeks burn even hotter when she thought about his name because she knew this was all _his_ fault. Not that it mattered. She had her phone back.

She _won_.

She was so sure she had anyway, until the three girls in front of her just giggled louder. "Did he write any love poems for our bestie yet?" Olivia squealed as she clutched her hands together and bounced on her toes. "Are they sweet?"

"Has he told her that he loovvves her, yet?" Blair asked from her usual spot by Marci's left hand, her voice sweet and her eyes afire.

"They are _sooooo_ sweet!" Marci said as she put her hands over her heart and the little bell charm on her gold bracelet tinkled. "She's counting down the minutes until she can see him again!"

"I am not!" Gwen shouted with another stomp of her foot as her eyes raced from one girl to the next until she felt dizzy. "It's just stuff!" Most of the texts were just talking and teasing each other when they were bored and the rest were about Hero time, not that they ever said it straight up and… and…

And they were _hers._ They were _theirs._ They were _private!_

She felt her heart start to pound as something hot brushed against the back of her head. Something that she only learned the name of a few months ago, something that tasted like the air after they fought those electric aliens…

Power. Mana.

Power that wanted her to use it and shape the world around her and she knew it wouldn't wait for a spell if she called up any more, that it would just lash out. She felt a breeze against her bare knees and saw it catch at the skirts of the girls in front of her and her breath caught for a moment before she let it go. She wanted to push the mana away, but she knew better now. She let the mana surge around her without using it. She felt it wash over her anger, but she didn't try to control it or fight it. She knew better now, thanks to -

The mana flared as she thought about _his_ name and she couldn't -

"Look at her face!" Marci said and she burst out laughing, and the other two joined in a second later. The girl rushed forward to give Gwen a hug and mime a kiss on her cheek. "We were just playing, Gwen! Honestly, you are _so_ sensitive! I don't even know _what_ your problem is! You're the most popular girl in school today! _Everyone_ wants to know all about your boyfriend!"

Gwen wanted to scream even as everything her mother taught her said to take the apology and her head spun as Marci gave her a soft shove, just enough to make her stumble, as she slipped away from the hug and Blair took her. "You'll still remember us now that you're so popular, right Gwen? We've been your _only_ friends for _so_ long," she said into Gwen's ear as she squeezed extra hard, hard enough that it hurt. "Who else tries so hard to put up with you?'

"I don't know what you're going to do _all_ summer without us," Olivia added when it was her turn, and the tall brunette used the hug to spin her around before she ended it with a pat on Gwen's shoulder. "Poor thing."

Gwen knew. Three months of peace and quiet where she just had to deal with Grandpa's cooking and Ben being gross and monsters trying to kill them. The next few weeks were going to be -

"Oh, I know! Her mom told mine when she called to say that my Bestie couldn't make it to my birthday party _again,"_ Marci sobbed out as she slipped in front of Gwen again and for just a second Gwen felt bad.

Just for a second. Then she felt as cold now as she'd been hot a second ago. "She didn't?!" She asked as her hands went to her mouth. How could she? What was _wrong_ with her mother?

"A whole summer alone with your _boyfriend._ I'm _beyond_ jealous," Marci said, her voice dripped with faux sympathy. After the last few years Gwen was sure that she'd heard every hateful and hurtful thing that the girl who used to be her friend could come up with, but Marci's eyes flashed with glee as she leaned in close and proved her wrong when she hissed out, "I saw what he wrote about you two going to bed together, you _slut_."

And Gwen just blinked at her as she remembered the message and tried to put them together. She knew the word, she wasn't supposed to, but…

But what did that have to do with Grandpa making them go to bed? She stared back, lost, at Marci, who's smirk didn't move one bit even as Blair's melted into a scowl and she stomped her foot. "Doesn't she get it? What a _baby."_

"Am not!" Gwen said, the words just slipping out of her mouth like they had in a hundred fights before this one. "You're the baby, you Doo - " Gwen bit off the name because Blair so didn't deserve that name. She wasn't good enough or clever enough for it. Not like -

Ben. Bed. She felt her eyes go wide. Ben…. They called her _that_ because…

They thought… Her and _Ben?_

"We're not!" Gwen denied in horror as she stumbled back when that thought hit like a fist. She might have fallen if didn't run into the picnic table first, and she felt the rough ends of the boards slip under the bottom of her backpack and dig into her back. She wanted to run, to get away from those words, but the three girls closed in and she couldn't. She couldn't do anything but stare at Marci, who's smile spread wide as she giggled. They… They used to be _friends._ How… how could she even think… that she'd do _THAT_ with…

"We have our own bunks! What's _wrong_ with you?" Gwen gasped in shock as she grabbed for the table behind her. Anything to keep from stumbling as she imagined…

_Ewwwwww…..._

"With me?" Marci asked as her face twisted in fake shock, but the fire in her eyes was real. "God, you're so popular right now, but just wait until I tell _everyone_ that _he's_ your _cousin,_ too. They'll just _die!_ You _freak."_ Gwen froze and Marci's smile twisted even more as she got closer. "God, I can understand you being that pathetic, but him? He must be _such_ a loser if a _baby_ like _you_ is the best he can do," Marci said as her grin turned into a sneer as her eyes shot down to the front of Gwen's sweater for so long that Gwen crossed her arms over her chest and - and she hated that as much as she did the mocking stare because it wasn't her fault that she was the youngest girl in their class and - and it so wasn't _fair._ "No wonder you call him a _doofus,_ you _dweeb."_

Gwen's mouth just dropped when she heard Marci spit out _those_ names, _their_ names. They sounded so _wrong_ coming from her. She tried to think of something, anything to say, but she just wanted to disappear.

They wouldn't let her. No matter which way she looked one of them was _there._

"That's what they call each other?!" Olivia added as she tossed her long brown hair. "Before or after they get their bottles?"

"And do you remember how she had to _carry_ him out of karate?" Blair asked, her face twisted in disgust.

"Such a _sissy,"_ Marci crowed, her eyes never leaving Gwen's. "I think we should tell everyone how _pathetic_ your little freak really is."

"Don't - don't you _dare…"_ Gwen hissed as she stepped forward and flexed her fingers. Her mouth twisted into a snarl the second she said _that_ about Ben as her fingers caught the magic. He wasn't…

Marci pushed a stray lock of hair away from her eyes as she rolled her eyes and her smile went back to something almost normal and it was all the uglier for it. "But I _suppose_ that we could forget all about it if you'd just - "

Gwen saw her mouth move, but she wasn't listening any more after that. Not to anything but the pounding in her head, not to anything but the roar of the magic. She couldn't. Something that sounded like Stinkfly's wings hummed too loud in her ears and drowned out everything else. She felt like she as burning and freezing all at the same time as she glared at Marci's perfect white teeth and her mind raced.

Ben was a hero and braver than anyone here, even if he was a doofus. _Her_ doofus. And _nobody_ hurt her Doofus. She heard the branches of the tree above them rustle as another burst of wind pulled at their hair and skirts. She felt the mana in the air around her and her tongue burned with old words.

If Marci wanted to see a freak, then she'd show her a -

"Gwendolyn!" a voice barked out and it cut through everything and her eyes darted up and Grandpa was _right there._ He loomed over the three girls in front of her just like they loomed over her and she almost crowed. Between the two of them, Marci didn't stand a chance. The only thing that would have been better was if…

They'd see how _pathetic_ her Ben was the second he used the watch. She just wished she knew which alien he'd pick to -

To -

But - but Grandpa was looking at Marci at all. His eyes were locked on hers and…

And he _heard. He heard everything!_

Gwen felt her heart jump to her throat as the magic fled, as her face burned and the world blurred. "Grandpa…" she said, her mouth like cotton as she stared at him and tried to say… She didn't know. It was all lies and… and it wouldn't matter. No one _listened._ Not to her. Not about Marci.

Who saw _everything_ and who looked so annoyed for just a heartbeat before that disappeared behind a glowing smile as she tossed her long hair back and did a little dancing turn on one foot again. She heard the honey-sweet tone she hated as the girl said, "Hi, Mr. Tennyson!"

"Marci," Grandpa said with a nod as he finally, finally stopped glaring and looked down. His face slipped into a smile _for her_ as he added, "I hate to interrupt your goodbyes, girls, but we have a schedule to keep."

"Oh, we know _all_ about it!" Olivia crowed.

And Blair nodded and added, "It sounds like _so_ much fun!"

"Give our best to _Ben_!" Marci finished as she wrapped Gwen up in a hug again, and her lips brushed Gwen's cheek as she giggled right in Gwen's ear, and somehow that laugh was worse than anything she could have said.

Grandpa's hand was on Gwen's shoulder before she could do anything but feel her face burn. She tried to shake him off, but his grip was like iron. "Time to go, Gwen," as he said as he all but pulled her through the three girls and onto the sidewalk.

"Bye, Bestie!" The three girls chorused behind her as Grandpa led her away. "Don't have too much fun!" They called out and giggled.

And Grandpa didn't say _anything._ Not to them or to her. He didn't even let go of her shoulder as he all but marched her back to the sidewalk right in front of _everyone_ and it wasn't _fair._ She didn't even do _anything._ "Grandpa…" she said, even though she didn't know what to say next.

He must not have known either, because all he said was, "Not now, Gwen," as he squeezed her shoulder and kept moving. She _felt_ every eye on her, but none of them burned as much as the look she was sure her Grandpa was giving her. What if… what if he believed what Marci said? It was gross and wrong and Ben and… and was he going to tell her parents, or Ben's?

Would he make her stay home? She'd been looking forward to this all year and - and -

And she could hear _them_ laughing behind her again. She glared over her shoulder as Marci and the other two stepped back out onto the sidewalk behind them, their faces glowing like this was their best day ever. Marci saw her looking and she gave her a huge wave that almost knocked over a boy who was just walking by before she pulled a water bottle out of a side pocket of her backpack, twisted the cap off and lifted it to her lips.

And the words were just there. Gwen didn't even have to _say_ them. She barely had to _think_ them. She felt the mana jump at the thought and watched as the water erupted out of the top of the bottle, more water than it seemed like the bottle could ever hold. More than enough to soak the blond girl.

The world froze for a heartbeat as everyone stared at the Queen of Angelwood and the girl just stood there, her mouth dropped open in shock as the water dripped off of her, as it made her eyeshadow run and soaked her sweater. Then someone started laughing and that was all it took. Gwen was sure that it was the sweetest sound she had ever heard until she heard the blond girl's outraged shriek a second later and she didn't even try to hold back her smirk. It served her _right._

"Gwendolyn!" Grandpa barked out again,

"Grandpa…" Gwen tried again as she spun around and looked up at him, as she tried to explain, tried to just _tell him._

He didn't give her the chance. He didn't even say anything, but the look in his eyes, the disappointment? She'd seen it a thousand times in her life, but never from her Grandpa. He didn't say a word and he didn't need to, that look hurt _more_ than everything that Marci had said because it came from _him._

That look was enough to make her yank her shoulder out of her Grandpa's grasp and send her running. Running like she should have done to begin with, through the crowd as her eyes burned and she sucked in air to keep the tears from falling. She heard her Grandpa call her name again and again and felt people stare and heard them shout as she pushed through them and she didn't care.

Her eyes were on home and this time _nothing_ was going to make her stop.

She ran so fast that she had to throw her hands out just to stop when she finally reached the old RV. Grandpa must have oiled the side door because it never opened so smoothly last year, or rang like it did when she slammed it shut behind her.

"How could he? _How could he?"_

Her eyes were so full that she was almost blind, but she still didn't blink away the tears. She didn't need to see in here anyway. She knew the Rustbucket by heart after all this time, and she found her way to the back just from memory. She just wished that the curtain that Grandpa always hung up for privacy was another door that she could slam shut behind her. As it was, she almost yanked it off the rod when she tried.

Then she threw herself down on the couch and buried her face in her arms and tried so hard not to cry as her book bag and every book in it dug into her back. Ladies didn't so she couldn't.

 _How_ could _he? It wasn't fair!_

It felt like she laid there forever, just on the edge of crying like she really was a baby instead of a kick-ass witch as her stomach twisted in disgust, and then she heard the side door open. Then she felt the RV shift as her Grandpa got in and her stomach went right through the floor as he closed the door behind him and she waited for the yelling.

As she waited for _him_ to repeat all the sick thing Marci said and she didn't know…

He was her Grandpa. How could he?

She was ready for him to start screaming even though he never did, so she jumped when she heard him sigh and call her name from just the other side of the curtain. The curtain was so thin that she could hear him shuffle his feet just on the other side before he knocked on the wall next to the curtain and called out, "Gwen? Pumpkin, are you okay?"

She wanted to say no. She wanted to try to explain, to tell him what happened. She wanted to break down in tears and bury her face in her hands while he came in and rubbed her back and told her that - that...

But she was a Larrson and a lady and some things just weren't _done._ So she didn't do anything.

"Say something, Gwen," Grandpa said, his voice heavy with worry. And she heard the rings at the top of the curtain squeak and for just a moment she thought he'd forget all about the rules and just come in, but he didn't. "I don't… What happened? I saw you go running the other way and I knew… I knew something was up. I knew and - and I should have been faster. I'm sorry."

And it was such a lie that Gwen forgot all about being all the rules she'd ever heard as she shoved herself up and shouted, "If you knew then why did you yell at _me?!"_ she screamed through her tears and the curtain. Screamed at her _Grandpa_. She never…

He was supposed to be on her side. Sometimes it felt like he was the only one who was and it wasn't fair.

Gwen heard him sigh and she could almost see him rubbing his eyes. "Your hands were glowing, Pumpkin. Not much, not enough for those three to notice yet, but I had to - I had to get you out of there before you did something you'd regret. They're not worth it, Gwen."

The noise Gwen made at that might have been a laugh in some bizarro universe. Like she'd ever regret giving Marci just what she deserved. It wouldn't be evil, it would just be _karma_.

"You would, Gwen. I know you don't believe me right now, but you would," Grandpa said, his voice soft. "I don't know what they were saying before I got there, but I saw… Do you want to talk about it?"

She wanted to, she wanted to so badly, but how could she tell him about all the disgusting things that they said, what if he believed them? It was gross and.. and Ben and… and _he_ wouldn't _listen_. He was supposed to and he _wouldn't._ He would just… "Why? So you can tell me I'm a _freak,_ too?"

"You're not!" she heard her Grandpa said, the words bursting out of him after a surprised gasp. Then he let out another and it sounded muffled. She could almost picture him rubbing his face as he said, "I can't imagine how hard it is for you, Gwen… All the things you can do and… And I'm proud of you for holding back. I really am."

The words were just what she needed to hear five minutes ago, but they were too late now. She buried her face in her arms and tried to ignore every wet drop she felt soak into her sweater as she tried to pretend that the whole last hour never happened.

And Grandpa wouldn't _let_ her. He wouldn't stop _talking._ She heard him let out the soft little laugh he always did before he started a story. "I know… I know it's not the same, but when I saw what you did to the water bottle - "

"I didn't!" Gwen howled the lie into the couch and waited for him to call her on it. Waited for him to start yelling and saying all the things that he _really_ wanted to.

But he was Grandpa and he wasn't on her side when he should have been, but that didn't change everything. "I told your cousin once that I was afraid of heights. That I had to climb the tallest tower I could just so I could prove that the fear wasn't in charge, but I never told him why. There was a boy in our neighborhood, Joel something or other, and he never let me forget that I didn't like heights. Not at the pool or the hill we used to sled off of. He used to climb the tallest tree he could just to dare me to climb up after him. Your uncle Gordon got such a kick out of it and that didn't help matters, but I could live with it until the day Joel climbed up the highest tower in town just so he could embarrass me in front of… Well, she isn't important, but that's why I really beat my fear of heights. I was terrified and it didn't matter anywhere near as much as socking him," he laughed a little to himself and she wondered what was so _funny_. "And I did, but he almost… He wasn't worth the guilt. They're not either."

"It was just some _water!"_ Gwen yelled at him as her hands burned with magic. It was just water and she wanted to… wanted to… she shoved the magic away as she took a shuddering breath. "She deserved worse! I _wish - !_ "

"No, you don't," Grandpa cut her off. "I know you, Gwen. No, you don't."

And it was too much. Too much of his voice in her ear, too much of her mom in the back of her head, and too much of Marci anywhere near her. "Don't - don't tell me what I want!" she said, her voice a shrill scream that made her throat hurt as she jumped to her feet.

"Gwen," Grandpa said, all worry now.

"Shut up! Just shut up!" She barely got the words out before her phone rang.

Rang this time, it wasn't a text, and she jumped because she forgot that she'd been clutching it all this time. She yanked it open and the second she saw Ben's name on the caller ID she shrieked and threw the thing away.

And it went right through the curtain and she heard Grandpa shout as it hit him. She -

She hit her Grandpa.

Gwen hands went to her mouth in horror at what she'd done and she almost collapsed back onto the couch as she stared. As she heard him say, "Ben? No, Ben! Don't go hero! She's right here! She's… No, Ben, she's okay, too. Your uncle called me a few minutes ago and - You don't have to - Just stay put, Ben! I'll be there in ten."

And Grandpa was so quiet after that and it hurt so much that he was out of words for her that she buried her face in her arms and it was all she could do not to cry. Finally he sighed again. "I wish… I wish your grandmother was here. Verdona was always better at this than I am," he said, and there was just so much hurt in his voice that she just wanted to disappear. "Just tell me what you want, Pumpkin, and we'll do it."

"Just go away," Gwen's voice shook as she said those words into her arms.

"Okay," Grandpa said, his voice soft and she heard him stand up. Heard him let out another one of the little noises he made when he didn't know what to do and she knew that he was running his hand through his hair like he always did. And she wanted to run to him and tell him that she was sorry, to tell him everything. Then he said, "Okay, Pumpkin. For right now, okay. I stopped by your parents this morning and your mom put away everything that you wanted to bring. You know where your drawers are if you want to get changed. I - I'll be up front if you want to talk," he offered even though she didn't deserve it. Then he let out a soft laugh and said, "We better get going anyway before your cousin gets bored and comes looking for us."

The words were a joke. Gwen knew that. That only made things worse. She wanted to scream when she heard them because Ben wasn't supposed to use the Watch any more than she was supposed to use her magic, but she was the only one who got yelled at. She was the only one who had to be _perfect_ all the time. Ben got in fistfights and no one cared. Ben texted her in class and _she_ was the one -

If her mom just -

 _Ben._ This was all _his_ fault. If he'd just _left_ her alone today, if he'd kept his mouth shut about them being _cousins_ back in January instead of telling _everyone_. If he'd stood up for her instead of standing there like a log and drooling while Marci _hung_ off of _him!_

If - If - If - If he'd just stayed out of her _life!_

That thought seethed inside of her for the whole drive and she didn't move an inch. Not when they drove, not when they parked and waited. She just stayed on the couch, her hands fists and _seethed._ And then she heard the side door open and shoved herself to her feet even as she heard him call out for her. "Gwen? Dweeb?! Where is she, Grandpa?!"

"She's in the back, Ben, but you should - " Grandpa _tried,_ but Ben didn't listen.

Of _course_ not.

She pushed herself up and let her backpack fall off with a thump as scrubbed her eyes with the back of her hand. If he couldn't see the tear streaks than he couldn't make fun of her crying, too, like she _knew_ that he would because he _always_ did. He'd laugh and call her a girl and a crybaby and -

And she _had_ to put up with it from Marci. She _had_ to, because she knew Grandpa was right, that Sensei was right, it wouldn't be _fair_ to give Marci what she _deserved,_ but - but she wasn't going to take a word of it from Ben. She didn't care how much Grandpa yelled, the second Ben stuck his stupid face through that curtain and she saw his stupid grin she would -

She didn't even _know._ She didn't even have time to _think_ about what she would do before his hand caught the edge of the curtain. He didn't even _knock,_ the little _freak._

"Dweeb?!" Ben called out as he yanked the curtain open. "What happened? Is your - ?"

She felt the scream rise in her throat, the payback for every insult she'd gotten from Marci because of _him_ and because he didn't even have the decency to _knock_ and - and she was faster than he was. She heard something rip as she grabbed the curtain and yanked it open herself. If she saw anything that even _looked_ like a grin she was going to -

She saw him standing in front of her. He wasn't grinning like he did when there was a joke waiting on his tongue. No, he had his hand in his hair like he always did when he was worried. It was like he thought that the world would make more sense if he just made his brown hair just a little messier. She saw his emerald green eyes go wide with shock at her glare, saw them dart around her face and then go dark, and something inside of her shivered as he growled, "Who's getting their butts kicked?"

Some sick, twisted part of herself wanted to hug him just for saying that as much as she wanted to laugh when she heard Grandpa shout Ben's name in warning. She wanted to hug him, so she shoved him instead. Shoved him hard enough that he would have tripped over his big feet if he hadn't caught the counter.

And he just _stared_ at her.

That was why she yanked the curtain closed again. She couldn't stand the shock and confusion in his eyes.

The hurt that she'd put there.

\- o - o - o - o - o -

Gwen was sure that if she listened hard enough that she could still hear the campfire roaring outside. That she could hear Grandpa still telling his stories and Ben laughing as they listened to the radio.

Pretending to laugh.

She'd stayed out there for as long as she could. She'd laughed along with Ben and ate the hot dog and s'more that Grandpa shoved in her hands even though they both tasted like ash, but she saw them watching her the whole time from the corners of her eyes.

Saw the worry in their eyes and she just couldn't…

She didn't even know if she made an excuse before she came running back into the Rustbucket. Before she brushed the taste of the food out of her mouth and changed into her pajamas so she wouldn't have any reason to get out of bed when they came in. She'd even set up their bunks so that Ben…

So that he could go right to bed. So he wouldn't have to look at her again. He shouldn't have to.

Gwen wanted to pretend that she was asleep, she'd hoped that if she kept her eyes closed long enough that she would, but she didn't. She laid there for as long as she could stand before she gave it up and went to her backpack instead and the book she'd hidden in it that morning. Her hands brushed her spell book, but she didn't trust herself with magic. Not right now, so she pulled out the journal instead and rolled over so she wouldn't have to see either of them looking at her when they came in. She could mumble a goodnight. She knew she could manage that much even as she lost herself in another woman's life.

It should have helped.

It didn't.

**The boys came home covered in scrapes and bruises again. I couldn't… I wish that their father was home. He's always so much better with them than I am. I tried to talk to them, tried to find out what happened this time and neither of them would say a word, but I'm sure that someone said something about their dad. It's the only thing that sets them both off.**

**And I tried to be there for them as I bandaged them both up, tried not to let it hurt when they said that they were men now and that they didn't need their mother even though you don't need the gift to see -**

**I tried to, honestly, I did, but the whole time I just wanted to find the boys who keep bothering mine and teach them why you don't mess with a witch. I know Nimue would be ashamed of me for even thinking that, that she'd regret ever teaching me, but I couldn't help it. No one touches my sons.**

**The only thing that stopped me was…**

**Was the time I didn't stop. I was so young then and I didn't know a thing about magic, but that didn't mean that I couldn't see… And I knew I should have listened to Papa and stayed away from the party, but it was so lonely in that town and that was the first time I'd ever been invited anywhere since we moved and…**

**And maybe it was the alcohol. I could taste it in the punch even though I pretended not to. It was fun finally hanging out with the other girls even if it was just talking about the movies and how hot Fred Astaire was. I giggled right along with them when Barbara sighed that she'd do anything for just one dance with him and barely noticed that they kept filling up my cup. I should have known…**

**They waited until it felt like I'd drank half of the punch all by myself. That was when they said that they needed to get more and got up. I tried to get up, to follow after them so I could help, but I just fell back into my chair and we all laughed like it was the funniest thing ever. I kept laughing until they came back and dumped a bucket full of water on my head. The four of them burst out laughing as I gasped and said that they thought witches like me melted when we got wet.**

**I knew it was a mistake when I told Dot that I didn't like what I saw in Joseph when I saw them together at school, that I should have left it at that instead of trying to explain, but I did and she must have told everyone else.**

**I couldn't… I jumped out of my seat and stared and stared as they laughed and water dripped off of me. Then they dared me to tell them what I saw now.**

**So I did.**

**I told them** _**everything** _ **. I told Mary that Jacob was just after one thing and he'd leave the second he got it. That he would tell everyone just how easy it was to talk his way under her skirt and she'd never be able to show her face in town again. I told Dot that I saw the monster Joseph was hiding, how he would never get it under control and that he would take it out on her and her kids. I told June that Peter was just using her to hide, that he didn't have any use for anyone who wore a dress and she had to be blind not to see it and Barb…**

 **I knew that she set it all up, that she was the worst of them all, so I didn't say a** _**word** _ **to her. I just smirked and left.**

**I found out that they all broke up a week later and I tried to be happy. I really did. I tried to tell myself that I'd saved them so much pain even after what they did, and maybe I did for three of the girls, but…**

**But I never told Barb that Clint was a good man. That he loved her and that they would have been so happy together. That they would have made each other better just by being together. I didn't say a word of that to her even after I found out. I tried to tell myself that she didn't deserve to be happy, and maybe she didn't, but he did.**

**Clint was a good man. I never had the courage to tell him what happened, but I still hope he can forgive me one day.**

Gwen stared at those words for a long, long time as her fingers worried at the blue post-it note that she'd used to mark the page. She stared until she heard the side door open again and Grandpa say, " - believe that they played that on the _radio!_ "

She'd heard so many tones come out of their Grandpa, but she'd never heard him sound like this before. He almost sounded…

"They play it _all the time,_ Grandpa!" Ben said back with glee and Gwen _knew_ that the doofus was up to _something_ and she should - and then she heard the doofus start to _sing_. "'You other brothers can't deny That when a girl walks in with an itty bitty - '"

"Ben!" Grandpa almost shouted and Gwen's eyes shot up. The man was every bit as red as she thought he was and Ben's grin shouted all the trouble she knew it would. Then Grandpa must have felt her eyes on them, because he looked up and got even redder. "Not in front of your cousin!"

Gwen should have rolled her eyes at that, she should have laughed at how confused the doofus sounded when he asked "Why not?" And fallen on the floor when when he went red a second later. She should have run up to tease them both for imagining that she never heard that song, even if her mom's hand always hit the radio dial so fast when it came on.

She should have.

Instead she just curled in on herself as their smiles died and the worry came back. "How are you doing, Pumpkin? Are you - ?"

"I'm _fine,"_ Gwen mumbled as she stared at her journal and read - **but I still hope he can forgive me one day -** before she shivered and closed her eyes.

She still felt theirs on her. Even as Grandpa sighed and said, "It's been a long day, Sport. I think I'm going to turn in. We have a lot of driving to do tomorrow."

"Okay, Grandpa," her doofus said and he only sounded a little disappointed as he said it. She didn't have to look at him to know that he was giving the sky one last look before he closed the door behind him. She heard Grandpa slip into the bathroom as Ben came stomping back and pull open his drawer like he always did and she waited…

And then Grandpa came out of the bathroom and Ben walked away. "Pumpkin?" she heard the man call out, "I know that the hot dogs weren't the best. I never should have trusted store bought, but I managed to sneak a bowl of Bun oc I made away from your mother on Wednesday. It's in the fridge if - "

"That's okay, Grandpa," Gwen whispered as she shuddered at the memory of the soup, which was almost good until her dad asked what was in it and Grandpa told them - Snails were almost _normal_ for Grandpa, but who put _snails_ in _soup?!_

Ben said what she was thinking as he gagged and spat out, "Aunt Natalie _ate_ it?"

"Two bowls!" Grandpa said, and he sounded so proud and happy about it that it almost made her regret some of the things she'd thought when she came home from karate and she saw him in the kitchen. Almost. "It's nice to have my cooking appreciated again."

"We appreciate it Grandpa," Ben protested, and if Grandpa heard him mutter, "it keeps away the bugs," the man didn't say a word. Neither did she as he sat down next to her and elbowed her. "Come on, Dweeb, tell me that he's making it up!"

And she wanted to. Heck, she wanted to tell the doofus that it was all true, to tell him how grossed out she was as her mom kept _eating_ even _after_ Grandpa said what was in it, and to tell him what the surprise ingredient was _after_ she tricked him into tasting some first and - and -

And the words were right there and she couldn't say them any more than she could the ones she'd wanted to say all night, but they wouldn't come. Just _thinking_ about her mom made her curl up tighter around her book and it took two tries just to mumble, "She was hungry."

And that was that.

Gwen she could almost _feel_ them staring at her before Grandpa said, "Okay, Pumpkin. It's there if you want it. Good night," and she whispered the words back night as Ben got up and disappeared into the bathroom for just long enough that he could _pretend_ that he brushed his teeth. Then he came back and gave her an uncertain, "Night, Dweeb," and pulled himself up to his bunk.

Usually they fought over the top bunk, but she didn't deserve it today. She stared at the words in the book and came so close to saying that she was sorry, but all she managed was a soft, "Night, Doofus," as she stared at the book and listened to him get shift around and try to get comfy above her.

And listened.

And listened.

And then Ben stuck his head over the edge of his bunk and he sounded so annoyed as he asked, "Are you going to keep your nose buried in that stupid book all summer or are you going to have some actual fun?"

It took a second for her to realize what he said, and the second she did she hugged the book to her chest and rolled over so she could give him the glare he _deserved_ as she shouted back, "This book isn't stupid, you doofus!"

"It's a book. It's _so_ stupid," he muttered as he glared at it, and then he got a surprised look on his face. "And what did you _do_ to it? I thought you _liked_ books!"

"What?" Gwen asked in sudden horror, sure that she'd somehow spilled something on it or ripped it even though she didn't know _how,_ before her eyes settled on the dozens of different colored post-its that were sticking out and that he was staring at. "I didn't do anything! Those are bookmarks! It's not like I could use a highlighter!" She didn't _dare._

"You're only supposed to use _one_ so you know where you fell asleep, you nerd!" he teased with a laugh as he pulled his head back and disappeared. "You must have dozens!"

"Only a couple!" she shouted as she glared up at his mattress and - and there wasn't any way she was letting _him_ have the last word. Not about this! So she jumped out of her bunk and spun around so she could pull herself up to his. He didn't even blink as she settled down next to him, but he did make room for her as she planted her butt down next to her and shook the book and all its bookmarks at him. "All the different colors mean something different! See?" she said as she ran her fingers over the rainbow she used and pulled the book open to the first yellow bookmark she touched. "The yellow ones are all experiments that she talked about and that I want to try!"

She had already done a few, the ones she could at home. It wasn't the first Lima bean she'd planted for science, but it was the first that she'd ever cradled every day in hands that glowed with mana. She was ready for the thing to explode like all the charms she tried to make and it did, kinda. It exploded straight up. It was as tall as her after only a couple of weeks and flowering after three. Fortunately, it's growth slowed down after she stopped feeding it mana, but there was some part that wondered if she'd come home and find a beanstalk in her backyard just like the one in the fairy tale.

That was just one of the ideas that the woman who wrote the journal wondered about. There were _so_ many more…

But she couldn't stop thinking about the next one. **If I can add mana to something, could I take it away, too? Nimue got so quiet at the question before she shook her head and murmured that only the darkest of spells and people did such a thing. That it was wrong to** _ **take.**_ **And maybe it is, but I keep wondering if anyone has ever tried** _ **asking.**_

She read the journal twice after that, trying to find out if the woman ever did as she tried to get up the nerve every time she saw that Lima bean, but how do you ask a _plant?_ She'd been wondering ever since she read those words and she still didn't know. There was so much that she was trying to figure out, but the next question he asked was _easy._ "How do you know it was a she?"

So easy that she just sniffed and lifted her chin. "Because whoever wrote this made sense, so it couldn't be a _boy."_

She saw Ben's jaw drop and she almost bounced as she waited for his comeback, but Grandpa beat him to it. "Thanks, Pumpkin," she heard him call back from his bed at the breakfast nook.

And she ducked her head. "I didn't mean _you,_ Grandpa." No one made more sense than her Grandpa, but she couldn't imagine him writing a _journal_.

Ben rolled his eyes as he poked at the book. "Like what?"

Gwen glowed again as she kicked her bare feet back and forth and flipped through the book in her lap so he could see, too. "The green post-its are all the times she talked about where she lived. She must have moved around even more that Grandpa because she talked about so many different places and she talked about all them like they _felt_ different to her, so this summer is perfect! I want to know…" she said, and then she frowned and leaned closer as she admitted. "Maybe, maybe if it feels the same to me I can figure out where she was. Maybe I can track her down like that." She wasn't having any luck any other way. She'd read the book straight through _twice_ and the woman never slipped up again like she had when she said Nimue was a woman. She didn't even _name_ anyone else who mattered _._ It was just the boys this and the kids that and a husband who flickered in and out of the book. She loved how smart the woman was, but she wished she was just a _little_ less clever.

Not that Ben cared about any of that. His frown just got deeper as he glared at the book like it was a snake or a clown or a clown snake. Then he just snorted. "Boring. I thought it would teach you something cool like how to really fly instead of just surfing on your magic"

"Why would I need to know that? I have you for that," she said without thinking and she regretted saying it the second she saw his grin. No, not a grin…

He was _smirking_ at her. She closed the book and came _this_ close to smacking him with it for looking at her like that over the compliment that she accidentally gave him and just _barely_ meant when she realized that he'd been smirking at her ever since she pulled herself up to his bunk. He -

"You tricked me!" The _Doofus!_ He _tricked_ her into _talking_ to him! The… she… he…

She ducked her head as he laughed and said, "Duh. Wasn't even hard."

Gwen knew that she should have been _furious._ She still came _this_ close to jumping out of his bunk, or pushing him out of his and she opened her mouth so she could scream at him as she figured it out because screaming always worked. Except she didn't scream. She just hugged the journal to her chest instead and asked, "Would - " before she bit down on the word and ducked her head. She pressed the book against her mouth so he couldn't see her, so she could muffle the words, but she'd been wondering all night and she couldn't stand not knowing any more. "Would you have really?"

"Fly? I _better_ ," Ben said as blinked at her before he looked up at the ceiling and grinned. "The summer's going to _stink_ if I don't. And if I'm going up anyway I _guess_ you can come with."

"No," Gwen said with a shake of her head even as her lips curled into a smile behind the book. Stinkfly earned his name, but it was so much fun seeing the world from on his back or in his arms, but that wasn't… She looked at him through her bangs and wished that she'd left her hair clip in when she went to bed before, but she hadn't and the loose hair was driving her nuts and - and she wanted to see his face when she whispered, "Beaten them up?"

And his smile melted into the same scowl he had before as his hand went to his watch. "I still can. We aren't that far from home," he growled the same growl and her stomach did the same strange flip when he did. "Just tell me who."

She reached out and covered the watch in her hands and she wanted to see his face, but she didn't dare so she looked at their hands instead as she pressed on even though she didn't know what she'd do if - if he took _their_ side, too, but she had to know. "You don't - don't you want to know what happened?"

And Ben went so quiet - thinking quiet - before he shrugged. "They…" he said and his voice trailed off as he waved his hand at her like the words were too much for him. Then he shrugged, "What else do I need to know?" he asked, and he sounded so confused by the question.

Gwen stared, she couldn't help it any more than she could help the words she growled out. "I don't need _you_ to beat up people for me, Ben! I can - !"

"Duh," was all that she got out of him. That and an eye roll as he rubbed the arm that she'd clipped in Karate yesterday, "but we're partners. What kind of hero would I be if I didn't watch my sidekick's back?"

For just a second she didn't care what _anyone_ else thought, not even her, she just wanted to give him a hug. Her arms almost _ached_ with the need to, but she shoved her crazy away like she always did as she said, "Not your sidekick." It was the hundredth time she'd said those words, usually she shouted those words. Usually she ended them with a smack to his shoulder instead of just staring at her knees, but she couldn't. Not after…

Ben just squirmed in the silence that followed for all of ten seconds before he tapped the Omnitrix again. "So, you wanna give me a name or what? We can be there and back before Grandpa even - "

And it was _so_ tempting. It was the last time he offered, too, and - and it wasn't like Ben would _hurt_ them. She knew him and - and he wouldn't. He'd just… "No," she whispered at him as she hugged the journal tighter. "You don't have to, but thanks for - " she said as she smiled at him even if she couldn't meet his eyes. "They're not worth it."

"Girls," she heard him mutter and she wondered if she was supposed to, but it wasn't like Ben did _subtle._ Then he butted her shoulder and snorted at her. "I'm not a total Doofus, you know. I know what you're up to."

Gwen jerked her head up so she could look at him before she jutted her chin out. "You so are. And what am I doing?"

The boy faked a glare as he grabbed at the mattress that they were both sitting on. "You're trying to make me feel _bad_ for you so you can trick me into giving up the top bunk!"

Her hand went to her mouth as she giggled at him because he was _such_ a doofus. "I don't have to _trick_ you to get the top bunk, Ben!"

"Sure you do!" He declared as glared at her and all but dared her by saying, "There isn't any other way that you could _ever - "_

That was as far as he got before she leaned over and kissed his cheek.

Her hands barely beat the laugh out of her mouth as he bounced out of the bunk and away from her like she was _Vilgax._ He always got red, but in the past few weeks he started _freaking_ whenever she teased him like this and it only made it better. She watched his eyes open so wide she should have been worrying that they were going to fall out of his head if he didn't look so silly and she _loved_ it. She started to reach for her phone so she could take another picture when she remembered…

Her smile faded for a moment as the whole day came back to her, all the things that Marci said and what happened to her phone and…

And if Marci saw _that_ then…

Then…

Then it wouldn't matter. Marci would say whatever she wanted to anyway. Gwen tried to tell herself that, tried to make herself believe it. She tried, but it was easier to just watch Ben stumble back against the wall like she shot him instead. Easier to giggle into her hands than worry about it as he yanked open the curtain and shouted, "Grandpa, make Gwen fight _fair!"_

It was easier listening to the Rustbucket ring with the man's sleepy laugh. Easier until Grandpa called back, "Gwen, stop kissing your cousin."

And it was her turn to blush until it hurt. Until she remembered that Ben wasn't… that was just gross and she couldn't even _imagine_. She brushed her bangs away from her eyes again as she stared at the boy in front of her with his messy hair and the faded Sumo Slammer t-shirt and dark blue shorts he was wearing for pajamas, the boy who wasn't even looking at her at _all_ now as he tried to growl out a "Grandpa!" and -

And _ewwwww -_ she'd never!

But - but he was still her Doofus and she could tease him as much as she wanted. Her face burned but she made herself grin as she made a show of stretching out on the bunk that had been his for almost five minutes and that she'd won fair and square and pulling his covers over her. Then she settled onto his pillow and tried to sound so bored as she said, "Calm down, Ben. It was just a little kiss on the cheek. You're going to give yourself a nosebleed."

"Wicked, wicked witch," she heard him mutter as he glared back and then hurried into the bottom bunk. She was sure it was so he couldn't see her looking at him, as sure as she was that he was glaring up at her right now and that just made her laugh harder. Hard enough that she didn't even care when he turned off the light just so she couldn't read anymore. She just slipped the journal under her pillow and closed her eyes.

But she still couldn't sleep, even though she tried. Not even when Ben started snoring under her. She took a deep breath and she smelled the leftover stink from her Grandpa's cooking again and engine grease and felt at home for the first time in she didn't know how long. She didn't even know how much she _missed_ this until now, how much she needed it and - and she was so tired and wide awake all at the same time even with all of that and nothing was going to change until -

Until -

So she slipped out of her bunk and froze the second her feet hit the floor and Ben's snoring stopped. She stayed frozen even after it started again, stayed there and glared at the lump that didn't even twitch on Ben's bunk before she sighed and padded up to the front of the Rustbucket. Her courage lasted all the way until she got to the foot of her Grandpa's fold-out bed and then her hands wrapped around her middle again as she watched the big man sleep. As she watched him wake up and look at her and mumble out a surprised, "Pumpkin? What's wrong?" he asked as he pulled himself to the edge of his bed.

"Why - " Gwen tried to ask before her mouth got too dry and she had to make herself swallow. "Didn't you hear what they said?" she mumbled, terrified that he had and scared because he… She blinked away tears as she asked, "Why did you take their side?"

She was always surprised that a man as big as her Grandpa could move so fast, but today he outdid his best as he jumped up and wrapped his arms around her. A part of her wanted to push him away again, but she didn't have it in her. Not twice in one day. "I didn't, Pumpkin. I swear I didn't," he mumbled into the top of her head. "It wasn't about _sides._ If it was… Well, there's a plasma cannon in the nose of this old girl for anyone who hurts my Pumpkin," he said as he gave the booth a fond pat and she laughed because for anyone else it would have been a joke but this was her Grandpa and she knew that it wasn't. It was easy to let him pull her into a hug after that. Besides, his hugs always felt so good and he never said a word when she cried into his shirt. "I didn't care about them. I just didn't want you to do something that I knew you'd regret."

"I know," Gwen whispered as she hugged him harder. "I'm sorry I got so mad. I didn't mean to throw my phone at you."

"I'm a big man, Gwen. I can take it. And so can your phone. I left it on the counter for you. I'll give this to Ben, he did a heck of a job on them," he said and this time she laughed, too. He brushed at her hair as he said, "I didn't hear what they said. It was too noisy for these old ears, but I'm here if you want to talk about it."

And she wanted to. She wanted to believe him as much as she wanted to stop the storm of thoughts in her head and she couldn't. They all just jumbled together. She wanted to tell him everything and she didn't because he might still believe them and she knew that Ben was listening just because of his snore was so fake now and it had been ever since he started up again and she wouldn't hurt him for anything in the world. "They were just being mean," she mumbled.

"If you change your mind…" he offered and she leaned up on her tiptoes so she could kiss his cheek for offering. He just grinned at her as they sat down on the edge of the bed. "I heard you talking to Ben before. if you want I can take him somewhere so you can have some peace and quiet when you try - "

"You don't have to," she cut him off as she took the tissue he pulled out of somewhere like he was the sorcerer and not her. "He won't bother me. I'm used to the Doofus and I can't believe I just said that," she said, and her eyes almost crossed in surprise even as she wiped them.

"Me neither," Grandpa said, his face a stone until he grinned and then she giggled. "You said… you said that places felt different to the woman who wrote the journal. Was there anywhere special that she - " he asked as his eyes drifted to the wall.

He'd been so many places that he could probably picture them just as well as the woman had. Gwen leaned against him. "She made it sound like she'd been _everywhere._ She talked about cities and how they made her feel like there were ants all over her, and deserts which just made her sad and… and I think her favorite spot was a pond she kept talking about. She said… she said that her husband used to take her there and it was the only place that ever felt…" and she caught herself before she said because it always felt so personal when the woman talked about the pond and she still didn't know if it was right to read her _journal,_ much less… Was this any different than what Marci did? She wasn't sure, but she knew she wasn't doing it to be mean and she had to talk to _someone_ about what she read. Besides, this was Grandpa. He knew everything anyway. "She said it was the only place that ever felt magical." She laughed to herself. "Maybe she's the Lady of the Lake and the book is a _lot_ older than it looks."

"Maybe," Grandpa said, his voice distant even as he smiled. Then he shook his head and added, "Maybe it's just a woman thing. Your Grandmother…" Gwen's breath caught. Grandpa _never_ talked about her and now he'd mentioned her twice in a day. Maybe… "She always used to love the water, too. Beaches, lakes… We'd spend days looking for the best spots every time we moved and… and I remember you having fun at the beach, too, young lady. You swim like a fish," he teased as he poked her side.

She slapped away his hand before he could poke her again and tried to glare, but she couldn't. She couldn't keep the disappointment out of her voice either as she said, "I _guess."_ She wished she knew more, but this was a start. Her daddy was finally telling her stories about Grandma, and Uncle Carl said he would, too, that one time she'd talked to him on the phone, but she wanted to hear Grandpa's and he…

At least he was mentioning her now. It wasn't much, but who knew what she'd learn by the end of the summer?

"So we'll make plenty of time for that, but is there anywhere else you want to go?" Grandpa asked. And then he turned his head to the back of the RV and raised his voice just a little as he called out, "That goes for you, too, Ben! Just let me know."

And she laughed. She should have known that Grandpa wasn't any more tricked than she was. Ben came clomping out from the back a second later and even in the dark Gwen knew he was staring at the window behind them and she rolled her eyes. "You got lucky once, Doofus. Do you really think that another Omnitrix is just going to fall out of the sky?"

He shot a look at her and said, "It might!"

"What would you even do with _two_ Watches?"

And he didn't even stop to _think._ He just gave her that grin that she _hated_ so much and said, "Be twice as awesome! Duh!"

"You are such - " she said with a shake of her head before she turned back to her Grandpa because he made _sense_. "There is somewhere…" she started to say before she worried at the tissue and wondered if she should. It sounded like fun, but she didn't want to drag the two of them with her if they -

Ben didn't wait for her to finish thinking, but he never did. She didn't even expect him to anymore, but she couldn't believe what he said. "The World Karate Federation is holding their own Rumble in the Jungle at Madison Square Garden in a few weeks. That might be cool." And she just stared at him in the dark. She'd told him about it a _dozen_ times, but he never did more than grunt at her when she did and she thought…

He was trying to hide it and act cool, but she could hear the excitement in his voice now. And so could Grandpa.

"I think we can work that in," Grandpa said with a surprised noise. "You must really be liking karate, Ben."

"It's all right," the doofus muttered and she knew he was shrugging at them because he was a _boy_ and he thought it sounded _cooler._

She rolled her eyes and looked at her Grandpa. "He's doing great! Sensei is always saying how good he is! He has been since the doofus started!"

"Like that means anything. I'm the only newbie who could even _walk_ out of that class," Ben scoffed. "And he so doesn't. He just looks at me and says 'adequate' a lot."

"What do you think that means in Sensei?" Gwen asked as her hands found her hips. Honestly, what did he think that the Sensei would do? Smile? You had to _earn_ those, and they were better than every award she ever got in school. "Mr. Yamamoto doesn't say anything that he doesn't mean."

"So he means it when he said that I'm just as good as you were when you started? Maybe even better. His words, not mine," Ben crowed at her.

"He did not!" Gwen said as she bounced up to her feet. "Just because you got your gold belt a _day_ quicker than I did doesn't - !"

"Sensei doesn't say anything he doesn't mean," Ben parroted back as she got in his face and she could have hit him if Grandpa didn't start laughing and cut her off.

"So we're heading to New York City. Anywhere else?"

Gwen sniffed at Ben's shadow, then she sighed. "The new Sumo Slammer movie is coming out in a few weeks. I heard that they're showing it on Imax and I'm sure that I can find a theater somewhere…"

The RV went so quiet after that until Ben broke it with, "And I guess it wouldn't _kill_ me if we had to go shopping."

"Or to an arcade," Gwen said, it should have been a sigh but it was hard to sigh through a smile.

"Paintball?"

"You're going to look like a Pollock painting if we do that," Gwen said with a laugh and a dare. When he didn't say anything after a second she added. "He's a painter." Then another second went by and she _knew_ he was playing dumb now, but that didn't mean she couldn't play along. "I'll kick your butt."

"As if," Ben said into the dark, but there wasn't any anger, just the challenge. And then he called out, "And kick some bad guy butt!" He said as he brought his hand up. When she didn't move he wiggled it in the air and said, "Come on, Dweeb, you know you want to."

Finally, with a sigh and a shake of her head, she high-fived him back. "And kick some bad guy butt," she said and somehow she kept herself from grinning back. For a second, anyway.

"I'm hoping we can avoid _that,"_ Grandpa said, his voice firm. "Last year was more than enough for - "

His voice died when something at the dashboard buzzed and a dozen red lights started flashing. The three of them spun to look at it and Gwen sighed because she thought that they'd broken their old record already and they'd spend tomorrow looking for a part, then something glowed green and a map of the world threw itself over the windshield. Ben took one look at it and went running to the front as he screamed, " _I TOLD YOU SO!_ "

She was just a couple of steps behind him as the radio crackled to life, " _Recon Bravo Bravo Tango calling code Red! Requesting immediate backup! Hostiles - "_ There was only static after that.

Static until a new voice broke in. A woman who sounded as tired as Gwen had ever felt in her whole life when she said, " _Roger, Recon Bravo - Bravo - Tango! Avalon reads. No units available at this time! Disengage and report! Repeat, disengage and report! Over!"_

"Grandpa?" Gwen asked, her voice a whisper against the static. "What does - ?"

Ben shouted, "Hero time!" before she could finish.

"Trouble," Grandpa said at the same time, his voice tense as he slipped between them and sank into the driver's seat. He looked at the map which was starting to draw in until it just showed North America, and then the United States. "Come on, old girl, you can do better than - "

Then the man radio came back, but he left what was left of his calm behind as he shouted, " _Avalon, we're surrounded! We need back-up! Repeat! We need - "_ and then there was another scream that started before the radio gave out.

Gwen sank into the passenger seat at the scream as Grandpa started the engine. It rumbled to life like it was waiting all year for this, too. Ben didn't move, but she could almost feel his fingers digging into her seat as the map kept expanding across the windshield like they were coming in for re-entry and more and more of the world fell away until there was just California. She tried to imagine where it would settle, whether it would some city or some army base or a power plant.

She never thought for a second it would stop in a park she'd taken a field trip to. She still didn't even after the words **Redwood National Park** flashed across the windshield and a red dot started blinking inside its borders. "Is someone trying to steal the trees?" she asked as she tried to imagine what else anyone would want there.

Or why they weren't moving. "Grandpa?" She asked as she looked at the man who wasn't smiling at all, or hitting the gas. He was just studying the map with the same serious look she saw in the mirror when she was studying for her finals.

Except his knuckles were a lot whiter around the steering wheel than hers ever got around a pen and she didn't know _why_. "Grandpa! What's wrong?! They need our - !"

Ben leaned forward and tapped at the glass. "Grandpa?" he asked as the red and green lights played on his arm and she could almost hear a frown in his voice. "Isn't that where we went to work on the Watch?"

"It figures that I picked the wrong park for our first night camp-out," Grandpa muttered and Gwen knew that Ben was right. Then he hit the gas and left the camp site in a cloud of dust and with such a surge that Gwen caught Ben so he wouldn't fall. "Buckle up, you two," he said as he reached down for a lever by his side. One she only ever saw him touch three or four times in her whole life.

Ben sank down in the seat next to her and at any other time that would have meant a twenty minute long shoving match, but this time she just yanked the seatbelt down and handed it to him without a word. It was a tight fit, but they managed.

Grandpa pulled the lever and pressed the button on top the second they hit the road. Gwen winced as the squeal of metal on metal filled the back of the RV and the whole thing shook her right through her seat. Then the noise stopped and the roar started.

The road flew by as they were pressed back in the seat. It was still the loudest thing she'd ever heard, but Ben managed to be louder as he elbowed her and crowed, "I told you so! This summer is going to _rock!_ "


	12. Fumbling in the Dark

**Chapter Twelve: Fumbling in the Dark**

_Inside the Rustbucket_

_Redwood National Forest, California_

_May 29, 1999_

_12:05 AM_

" - until you see the place!" Ben shouted as he raced her to the back of the Rustbucket and his voice did almost as good a job at filling the RV as the jet engines had. "Even _I_ thought it was cool! A nerd like you - Grandpa! We should bring a pillow 'cause Gwen's going to pass out when she sees - !"

"I am not!" Gwen shouted over her shoulder at him before he could finish whatever it was he was going to say. Like she hadn't heard it all _already._ Like he hadn't been teasing her about this secret base for _months_ now. About how cool it was, and how _bad_ he felt that they didn't bring her. As if she bought a word of _that._ "And it _can't_ be that cool!"

"It so is!" Ben said and he sounded so smug that she could have hit him if she wasn't clutching her Plumber's suit against her chest.

"So not! We've been to Mount Rushmore, Doofus!" Gwen said as turned her head and stuck her tongue out at him because _that_ place was cool. That base was like everything that her dad's weird old made up books about the future brought to life. Books she wouldn't have even looked at if she didn't recognize the name on one of the covers. She _still_ couldn't believe that one of her favorite science writers wrote about robots and a galactic empire when he was young and silly. " _That_ base was cool!"

Not even her Doofus had a word to say about _that!_ She smirked over her shoulder at him as she grabbed the curtain and yanked it closed behind her. Then she tossed the blue and gray suit down onto the bottom bunk and grabbed the hem of her pajama top and pulled it up. She had to remember to grab her phone the next time she went by the kitchen counter, the faces that Ben made when she _won_ were almost as good as the blushes he got when she teased him.

Two photos she completely missed just because she got angry. So not fair. But she left Ben _speechless,_ so she'd -

"Mount Rushmore doesn't count!" Ben shouted as he yanked open the curtain. "And we didn't see any of the good - _What are you doing!?"_ He shouted so loud his voice broke and she heard something heavy thump against the floor even over her shocked scream.

Gwen felt her face burn as she yanked her top back down. "I'm getting _changed,_ you _doofus!"_ she shrieked back at him as she spun around to give him a shove, but he was already down on his butt. There wasn't enough light for her to see if he had the decency to blush, but his eyes looked _huge_ and it _so_ served him _right._ "I closed the curtain! What did you _think - ?"_

" _Why_?" the doofus said as his voice broke _again_ as he threw an arm over his eyes and he scrambled away like this was the first time that they'd ever accidentally walked in on each other getting changed. She hated it, but the Rustbucket _so_ wasn't roomy and it was such an easy mistake to make. Usually they just shouted at each other for a few minutes and blushed, but Ben never fell on his butt before or shoved his hands over his eyes like he was afraid he was going to melt if he saw her back. Not since the first time, anyway. A part of her wondered why he kept acting so _weird._ The rest of her just smirked because it served him _right._

"Because I'm _not_ wearing my pajamas under this!"

"Why not? I am!" he shouted back as he got up and turned his back on her.

She waved her hands at him even though he couldn't see her because she was wearing _real_ pajamas and the Plumbers suit got so hot after a while and he was just wearing shorts and a t-shirt like she was going to change into. "You're not even _wearing - "_

" _Recon Bravo - Bravo - Tango, report. Repeat, this is Avalon, Recon Bravo-Bravo-Tango, report,"_ the woman on the radio cut in before she could tell Ben just how much of a doofus he was being and she felt her heart in her throat again because the woman sounded so desperate for an answer and she just stared at Ben's back as he stood a little straighter, as he set his shoulders and -

And they didn't say another word about him barging in. He just bent over to pick up his Plumber's suit from where he dropped it while she pulled the curtain closed again out of habit and her pajamas were on the floor a second later. Getting changed barely took a thought and the only thing that slowed her down at all was the fact that - "Grandpa, the suit shrunk!" Ben shouted before she could. "And why do I even have to wear it? It's hiding my guns!"

"Guns? Your arms aren't even water pistols, Ben," Gwen teased as she pulled the curtain open again because teasing was easier that admitting that her stomach felt like a lead brick, easier than dealing with the fact that she'd been listening to the radio the whole time and hoping that the man would come back, that he would say that they beat the bad guys by themselves and everything was fine even though she wanted to beat something up so bad.

But not bad enough that someone had to get hurt first.

Even listening to Ben moan about how they couldn't go hero after would have been better than that because she knew her doofus and she knew that he wouldn't really mean it. He loved being a hero, but she saw how quiet he got after and -

\- and she followed him back up to the front as best as she could when it felt like the suit was riding up _everywhere._ "And not even Supersoakers!"

Ben gasped at that and she just _smirked_ at him as she waited for his next move. She was so sure it would be another insult, but he just smirked back at her as he made a muscle. "Shows what you know," he crowed as if she could see _anything_ through the gray and black material of the suit. They were tight, but they weren't _that_ tight. "Karate gave me _guns!"_

"We don't know what we're walking into, Ben," Grandpa said, his voice firm as he drove. He had his eyes on the dirt road in front of them, but Gwen didn't even know how he could make it out. Except for the tire ruts it looked just like the rest of the woods all around them. "And I want us ready for anything. So helmets on, you two."

Gwen eyed the helmets that Grandpa had pulled out with the suits and left on his bunk in the split second he'd stopped so he could pull on his own suit and shuddered. "Do we have to? Mine _stinks."_

"And mine won't do anything _anyway,"_ Ben said with a nod. "Not after I go hero."

"What did I tell you last time?" Grandpa said, his voice getting that rumble that it got right before he got mad.

"Fine," Ben said with a roll of his eyes as he scooped up his helmet.

Gwen gave them both a look as she fought her curiosity down for a whole second. Then she leaned in close to Ben and whispered, "What did he say last time?"

Ben shot her a look as he whispered back. "To do what I was told," he said and he rolled his eyes as he scooped up his helmet. "I hate when he gets like this," he muttered before his face disappeared under his helmet.

His words ran through her head as she stared at his visor, but she couldn't see anything through it. Not even her reflection, or his eyes. She fought down her shudder as she picked up her own helmet. She couldn't _stand_ the thing, and she _hated_ it when Ben wore his. Everything in her said it was still Ben, but she couldn't see his eyes and…

And the world went black for a heartbeat as she pulled her helmet on. She dug her hands into the stuff that kind of felt like metal as she tried to remember everything Grandpa told her about how to put it on, that she couldn't get trapped in it, and it still took her forever to remember the last little twist that set it in place. A second later a dozen lights winked on in front of her eyes and she felt the cool air hit her mouth. Cool air that she sucked it in.

Then the world came back, and Ben was watching her, or his visor was facing her anyway with his head tilted just a little. " _Good?"_ he asked, his voice right in her ear.

She looked around and tried not to think about how she could feel the helmet squeezing her head. "All green," she said and she jumped as her voice echoed back at her.

Ben just nodded, then he spun around again and she saw him pull at the butt of his suit. " _We're all set, Grandpa! But can we do_ something _about these things? Not even_ Cash _gives wedgies this good!"_

" _What? Oh, sorry!"_ Grandpa said, his voice muffled because he didn't have his helmet on yet, and Gwen let out a breath because he did _something_ that made the suits expand enough that she could actually _move_ and because the man sounded like himself again. He even gave them an embarrassed little smile as he looked over his shoulder. One that quickly changed into his Grandpa smile. " _You two have gotten so big…"_

"Grandpa _,"_ they said together and Gwen didn't look at either of the boys, but she was glad for the helmet for the first time. At least _that_ hid her blush.

" _What? You have!"_ Grandpa said as he turned back to the road. " _I remember when you two were so small that I could hold you both in my arms."_

Ben looked at her. " _This is going to end in baby pictures, isn't it?"_

"Not if we find them first!" Gwen all but swore as she eyed the walls of the Rustbucket again. They'd found so many of the secret compartments hidden in this old thing last summer, but there always seemed to be more. And they never found the one that Grandpa used to hide _those_ pictures. If she had to look at one more photograph of her and Ben in a crib together again, or worse, the _bathtub..._

Or the absolute nightmare, if _Marci_ ever found them. She'd hidden all the ones her mom had just because she _so_ would show them off, but Grandpa made hiding stuff an art.

It didn't matter, those pictures had to _g -_

" _Recon Bravo - Bravo - Tango, report. Repeat, this is Avalon, Recon Bravo-Bravo-Tango. Report."_ the woman said again, this time right in Gwen's ears. This time she heard everything that she couldn't through the scratchy old radio that the Rust Bucket had. This time she realized that the woman was _crying._ Not enough to keep her from doing her job, but Gwen heard her too quick breathing, heard her sniffing. And then she didn't have to hear clues, the woman's voice just broke as she asked, " _Is_ anyone _there?"_

" _That does it,"_ Ben muttered as he reached up for the small button that Grandpa had shown them that was hidden under the chin of the helmet, just across from the air hose.

" _Reco - "_ the woman started again while he was looking for it, and then her voice went dead

Gwen panicked for just a second until Grandpa's voice cut in. " _We can't, Ben."_

" _Why not?"_ Ben asked as they spun around and she saw Grandpa's hand coming back from a radio that he'd just switched off. " _Can't you hear her? I just wanted to tell her that the cavalry was on the - "_

" _And what if the bad guys hear it?"_ Grandpa asked. He sounded calm, but that wasn't right. Grandpa didn't _sound_ calm. He _was_ calm. He didn't snap at them, he didn't turn off the radio or squeeze the steering wheel like he was mad at it.

And she didn't wonder if he was lying.

Gwen stared at the back of her Grandpa's head as she walked up so she could see his face. "How _?"_ she asked as she scowled because what he said didn't make _any_ sense. The messages might be coming out of a speaker, but she didn't believe for a second that the Plumbers were _using_ radio. And it wasn't like they were broadcasting in the clear, either. Not the Plumbers. _Anyone_ could have heard it if they were, and she'd never seen _anything_ on the message boards.

And she'd looked. She'd started looking the second Grandpa told them the truth. She'd read plenty about the Men in Black, which she _had_ to ask him about because she was sure that they were tied to the Plumbers somehow, but there wasn't anything-

" _It doesn't matter,"_ Grandpa said instead of answering _anything._ " _We're here."_

She barely shared a glance with Ben before they both raced up front and pressed their noses against the windshield. They barely got a glance before Grandpa turned off the headlights, but it wasn't like there was anything to see anyway. It was just a clearing surrounded by trees, there weren't even any of the huge trees around that the park was famous for. She should have been disappointed.

She knew better. She eyed the ground and waited for it to drop away, for it to lower them into a wonderland that she could barely believe existed.

She waited for that, not for Ben to shout, " _This isn't the right place!"_

Or for Grandpa to open his door and slide out as he pulled his own helmet on. " _We_ just _got a distress call from here, Ben. We're not going to walk in through the front door."_

"You have to forgive him, Grandpa," Gwen said as she scrambled over the seat after him. "Ben _likes_ getting shot at."

" _Better than fireworks,"_ Ben said and it should have been a joke, but it so wasn't.

"You're going to make some psychologist rich one day, Doofus," she said with a shake of her head because _that_ should have been a joke, too. Then she dropped to the ground after Grandpa and stomach kept going even after she hit the ground. She _wished_ that he would - "It wouldn't kill you to take this seriously," she muttered.

And forgot that she was talking into a radio until Ben laughed in her ear and said, " _It so would,"_ as he jumped out behind her.

" _That's enough,"_ Grandpa said as he looked around the clearing for something.

Gwen looked over her shoulder and saw his visor looking right at hers with that. She didn't have to see his grin to know it was there, just like he didn't have to see her smirk before she started running. "Bet I find it first!"

" _You're on!"_

The clearing was big enough to hold ten Rust Buckets, or it would have been if one of the trees hadn't fallen over the back half and the bushes and leaves that were everywhere. Bushes she only hesitated at a little as she reached into them and tried not to think about all the bugs and stuff that made a home out of them. Bugs weren't a worry, but snakes might be. Grandpa did warn that the suits didn't help with knives nearly as well as they did against plasma and fangs weren't anything but small knives…

But that only slowed her down for a second as she looked before she got up and ran. In the end, even with their race, they both ended up in the same place. A tree stump that was even wider than Grandpa was tall and came up to their knees. For a second she thought it was from the tree that fell over, but that one still had its roots and the top of this was cut smooth. She gave Ben another look before they hit their knees. " _Finder gets top bunk!"_ Ben shouted.

" _For the week!"_ Gwen added as she ran her fingers over the old bark.

She was _this_ close to grabbing her spellbook out of its pouch on her thigh when he crowed, " _Who's the best!"_

"Cheater _!"_

" _Don't touch it, Ben!"_ Grandpa warned as he finally caught up and knelt down.

"Why not?" The doofus asked because of _course_ he would.

Gwen forgot all about their bet as she hurried over as Grandpa knelt down besides Mr. Hero and the little paperback sized hatch that he'd found. It looked just like the rest of the tree on the outside, but on the inside…

"A hand-print scanner _?"_ she asked as she stared at the glowing green outline that shined to life on the screen inside the stump, impressed until she realized the problem and looked down at her black glove. "But how?"

" _That's just what it looks like,"_ Grandpa said as he pressed his hand against it. " _A couple of dozen little spikes are talking to my suit right now. The glove is too thick for me to feel it, but it's a nasty surprise for anyone who gets nosy."_

Gwen shuddered as she heard Ben gulp and clutch his hand to his chest. The _I told you so!_ was right there, but she swallowed it down as she hid her hand behind her back. "Did anyone ever tell the Plumbers that you can be _too_ paranoid?"

" _No such thing,"_ Grandpa said as the plate flashed green and he pulled his hand back. Gwen looked this way and that as she waited for the grass she was standing on to start lowering, but it didn't. Instead the whole huge stump - which should have weighed tons swung up on a hinge like it didn't weigh anything at all. She couldn't take her eyes off of it, amazed that something so huge and heavy could move so smoothly.

The other side of the trunk was cut just as smooth as the top, but it had a carving of a snake eating its own tail that wrapped around what looked like a map of Earth carved into it. Almost, but whoever did it never bothered to look at a globe. All the coastlines were wrong and there were extra islands _everywhere._ Her eyes darted around as she tried to take it all in, but the carving was huge. It took up almost the whole stump and looked perfect except for a little iron wheel that was red with rust that was sticking out of the snake's eye. She stared at the carving, sure she'd seen it before, but she didn't know where…

And then she finally looked _down._

"A tunnel _?"_ Gwen asked as she stared past the roots that were growing down over the edge and there _had_ to be something wrong with her helmet because her voice sounded like it was coming from so far away as she stared straight down into the inky dark. Red lights came on a second later, just enough for her to see the ladder set into the wall, but she couldn't see the bottom and -

" _You know what?"_ Ben said and her hand went to her helmet because she _knew_ there was something wrong with it because he sounded so _serious_ as he said, " _I've got this. You two should just stay in the Rustbucket and relax. I'll be back in five."_ His hand was on the watch a second later, which looked like it belonged in the space between the suit's arm and the glove even though she'd seen it a thousand times, and she'd touched it almost as much, and she _knew_ that the edges were smooth and there wasn't any way for the material to fasten on to it, but it always managed. She stared at it as she tried to figure out how it worked because if she didn't she'd have to stare down into that pit again and -

And what Ben said _finally_ sank in. She jerked her head up, the word no on her lips as she reached out to grab his hand again, but she yanked her hand back as the world flashed green, and when it faded…

She was the one who was on her butt as she stared up at him because the green didn't go _away._

" _I didn't want Wildvine!"_ Ben said, his voice as rough as his bark as he stared down at the tendrils of his arms. Gwen had heard the doofus say something like that so many times that she was amazed she still noticed, but she did. She noticed _everything;_ the edge to his words, the way he glanced over at her with his one eye, that there was something _wrong_ with the look he gave her, and the way his tendrils snaked across the ground when he tore his eye off of her and stepped to the edge of the tunnel. " _I got this! Stay_ here!"

The soft hiss that the tendrils made as they moved, a noise she usually barely heard but the microphone in her suit picked up and played right in her ears…

Her breath caught as a yellow light flashed in the corner of her visor.

" _Ben, we should all stick - "_ Grandpa tried as he reached out to grab the huge plant, but Ben was too quick. He barely even glanced at Grandpa and didn't look at her again at all as he jumped.

And the second he did, the world came rushing back. "Ben!" Gwen screamed as she grabbed for him even though she _knew_ that he'd just pull her in with him if she did manage to catch him. But she had to try, she had to -

Grandpa caught her shoulders and yanked her back and she screamed again as she watched Wildvine disappear into the tunnel.

As the dark _ate_ him.

She heard her heart hammering even over her scream and her visor flashed yellow again and she didn't care or stop until she heard Wildvine's voice echo up from the bottom of the tunnel, " _Really! Make some more s'mores or something. I'll be back in a sec_!"

"Stupid, arrogant, doofus!" Gwen hissed back, her heart still hammering in her ears.

" _Pumpkin?"_ Grandpa's voice filled her ear as he loosened his grip and looked at _something_ on his inside of his left arm before he added, " _Are you - You had a rough day, maybe you_ should _wait - "_

"And let Ben have all the _fun?"_ Gwen growled and threw her hands out. " _Perturbo!"_ She felt the magic try to form a sphere in front of her, but her fingers twisted the mana into a disc almost as big as the tunnel. She stepped on it, and turned when she felt her Grandpa's eyes on her. "What? I'm not spending all night climbing down the ladder. Who knows what kind of trouble the Doofus is getting in?"

" _It's not - "_ Grandpa started to say before he shook his head. " _Violet's just a new color for your spells. When - ?"_

"Oh," Gwen said as she looked down because she didn't even realize… "Back around my birthday. Most of the time it's pink, unless _someone_ gets on my nerves." Then she looked up because Grandpa _still_ hadn't stepped over and arched an eyebrow that he couldn't see. "You don't have to worry. I used this spell to hold up a _car_ a few weeks ago. I can even hold up the Doofus' _ego_ if I have enough time to focus. I can hold you, Grandpa."

He poked at something on his left forearm again before he nodded and stepped over, " _If you're sure…"_

The second he was settled she let the disc start dropping. She missed the blue glow her magic used to have - and the pink that she still _hated_ but it would have been so much brighter, but the violet would do. Brighter than the dim emergency lights that went up the tunnel's side anyway and the night sky that disappeared over their heads as they dropped down.

As they tunnel _swallowed_ them, as the walls got closer and closer and -

And it seemed like they dropped forever on her own little elevator and she was sure that they'd find Ben at the bottom of the tunnel with two broken legs if she didn't see the gouges his tendrils left in the sides of the tunnel as he dropped. She _almost_ wished she would. It would serve him _right_ , but they were alone when they hit the bottom and dropped into another tunnel. One that was so much wider and taller than the one they just dropped out of. Tall enough that she turned her magic elevator into a flying carpet. If she was fast enough, then they could get to Ben before -

Her visor flashed yellow again as she stared at the walls and her tongue felt thick in her mouth as she asked, "What is this, Grandpa?"

" _It's one of the emergency escape tunnels,"_ Grandpa said and he sounded so calm and she didn't know how he could be so calm when the walls were - " _Never been in them before myself, but this one should come out on the bottom level of Fort Tesla."_ He let out a little sigh as he touched the alien pistol on his hip. " _We've probably got another five hundred feet to go."_

"Fort Tesla?" Gwen asked just to keep him talking, her eyes on the ceiling and if she didn't have to keep her fingers manipulating the manna she'd reach up because the air was so hot on her face and there _had_ to be something wrong with - .

" _Not the original name,"_ Grandpa said with a laugh. " _This place was_ old _when I joined up. It used to be the main base on the West Coast back before the gold rush days. That's why it was mothballed, Jim decided it wasn't worth the money to update, but it wasn't worth the effort to take the equipment out of here either, so it was the perfect place to come and work on the Watch - "_ Gwen tried to listen to him talk, tried to keep her hands from shaking because she was sure that -

How couldn't he see that the tunnel was getting _smaller?_ There must have been Earthquakes since - maybe - They should have caught up to Ben. Where _was_ he? It was like he _disappeared._

Like something _ate -_

" _Gwen?!"_ Grandpa shouted in her ear was even louder than her heartbeat as she dropped to her knees and tried to suck in a breath, but there wasn't any _air._

"I can't - " she tried to say as her hands shot to her helmet and her visor went _red._ The spell collapsed under them the second she stopped shaping the manna and the only thing that kept them from going face first into the rough cut stone floor was her Grandpa catching her around the middle and making them roll. "I can't - I can't - " she tried to scream as the world went black except for the red light that wouldn't stop flashing in her eyes, that wouldn't stop blinding her even as a dozen long words suddenly scrolled by right in front of her eyes, words that she _knew,_ but were so much gibberish now as she tore at her helmet because she couldn't remember how to take it off.

Something caught her hands and she screamed and fought until her Grandpa screamed, " _GWEN!"_ Her ears _rang_ and she froze as it finally sank in that it was his hands on hers. She _made_ herself stop fighting, made herself hold still and let him take her helmet off. The second he did she rolled over and threw up the hot dog and s'mores she didn't even want to eat even as she tried to suck in the stale air all around them. "I can't - " she tried to explain, "I can't…"

He should have yelled, instead he shushed her as he wrapped his arms around her and pulled her in a hug so tight she was sure he was trying to break her ribs and she didn't care. She buried her face in his shoulder and sobbed out, "The helmet, there's something wrong with - I couldn't - "

" _It's all right,"_ Grandpa said, his voice tinny and small as it came out of a speaker hidden somewhere in the chest of his suit. " _Pumpkin. It's all right. Just take a deep breath."_

"The helmet… I can't… I can't _see_ ," Gwen repeated as she kept her eyes shut as tight as she could, even though that just made the tunnel darker. She would have shoved her hands over her ears, too, just so she wouldn't hear the things she knew were slithering in that dark, the things that were coming closer and closer…

Then Grandpa did something and all the lights in his helmet and on his wrists shined bright. " _Shhh,"_ he said, and it sounded like an order even as he rubbed her back and she realized just how much she was shaking against him.

"The helmet!" She tried because he wasn't _listening._

" _I'll take a look at it after we get you back to the Rustbucket."_

Gwen heard those words and for just a second she felt better. Then she realized what they meant and she went stiff and Grandpa didn't get it at _all._ He stood up and bent over like he was going to pick her up, like she was a _baby_ and she shoved away from him. "No!" she said, her head shaking back and forth because - because she was a _sidekick_ and sidekicks didn't, "No! Ben _needs_ me!"

Even if he was being a _super-mega-doofus_ tonight.

Even if she was, too, and why couldn't she make her hands stop shaking! She tightened them into fists, tightened them enough that they _hurt_ and they still wouldn't _stop._

Grandpa stood there, looking at her through his visor. Then his shoulders slumped as he reached up and took off his helmet. The lights on it circled wildly against the walls before he tucked it under his arms and for the first time she saw how worried he looked as he watched her. "Gwen, Honey, you're in no condition…" he said as he reached out for her.

"Don't!" she said as she backed away, her voice shaking as she glared at the old man and tried to make her hands stop shaking and just _breathe._

Her Grandpa kept watching her, kept looking down at her, and she wanted to get so mad - she could _think_ when she was mad, a lifetime of being around Ben was good for that much at least - but he looked so worried. Then he glanced down at a screen on the inside of his left arm that she never noticed before that was flashing all the same nonsense words that appeared in her visor, right down to the **Y/N** at the end, and shook his head. Then his eyes were back on her and she could _see_ him getting serious, see him get a look she'd only ever seen on her mom's face before and it looked so wrong on Grandpa's face. "Gwendolyn Rose Tennyson. This isn't up for - "

A howl echoed up the tunnel, one that she'd only heard a few times before but she couldn't stop dreaming about. " _Ben,"_ she gasped out as she spun around and glared down the tunnel that was only lit for the next twenty feet by the lights built into her Grandpa's suit.

Ben.

Someone was hurting _Ben._

The magic burst to life again in front of her like it was waiting for her to call for it. She jumped onto the platform and chased that howl down the tunnel.

"Gwen!" she heard her Grandpa shout from far behind her and it didn't matter.

Someone was _hurting_ her _Ben_.

She ducked down so she could go faster and the ancient air roared by for the first time in she didn't have a clue how long. She reached out and caught the edge of the platform with one hand while she raised her other in front of her and she called up more magic, enough to light up the whole tunnel in bright violet light.

And she went faster.

Fast enough that she only saw the end of the tunnel and the room beyond it a second before she reached it. There was a door there, a thick one based on the doorway, but it was open so she didn't have to slow down at all. Not that she would have anyway. Not when she saw two things zip by the tunnel and a third stop right in front of it, it's wings beating the air even as it spat something green at something in the room.

As Ben screamed _again._

Gwen aimed her platform right at the thing and only leapt off at the last second. She screamed out more words, words that caught the air and shoved it against her with a force that it tore at her suit even as she willed the platform to keep going. She saw the edge of it catch the thing and drive it across the room as she fell and they both hit at the same time.

She rolled against the tunnel's floor and was back on her feet and out the door a second later even as a crunch filled the air. Her feet settled into a defensive stance as her mind raced through spells and her eyes darted around a room that turned out to be a corridor that stretched out for what seemed like forever in either direction.

The thing hit the wall with a crack and it didn't get up at all after. She should have felt bad about that. She might have if there weren't nine more of the things in the hall with her. All of them were swarming Wildvine even as he spun around.

Even as she saw him clutching at the spot where his left tendril arm should have been, and the green sap like stuff that was dripping on the floor.

The world went red again as she rounded on the things around him. She only had a split second to look at them, but they were all different. Different colors,different sizes - they were all taller than her and most of them were taller than Wildvine - and way, way too many legs and wings. Three were already on the ground, two wrapped tight in vines while the third just laid there on twitching and broken wings and she forgot about them almost as soon as she saw them. The fourth was trying to sneak up behind Ben as he fought the four in front of him. It scurried up the wall behind him to the light set into the ceiling and she brought her hand up even as it leapt off.

She saw it spread it's six legs wide, saw the serrated edges on the front two and the way that they glistened with some kind of liquid, heard herself shout " _Badickinis Metalalurca!"_ and let out a savage grin at the surprised hiss that the thing made as a dozen thick wires broke through the ceiling and caught the thing.

It bit at the wires even as they wrapped themselves around it and found out that the wires were still live a second later. It didn't fight at all after that, but it did twitch as the sparks rained down around it, but kept her focus on the spell until the wires had it wrapped up tight like she was a spider and it was the -

Bugs.

They were _bugs_!

Monster bugs. They didn't look like they belonged on Earth at all, but they didn't look anywhere near as alien as Stinkfly and she didn't know _why._ Before she could figure it out, one with wings that were patterned with bright red and dark black wings that almost looked pretty until it reared back and spat something at Ben.

Something green and gross that made Ben scream again even as it burned a third hole into the leaves that surrounded his head. He snarled, "Oh, that's enough out of _you_ ," as he shoved his right hand out and his arm grew and grew until he caught the thing by the head and slammed the thing back into a wall hard enough the the wall cracked. More green stuff splattered against the floor and ate into it as Ben let it drop.

But it didn't even try to get back up and the other three backed off for a moment and he spun around even though two of bugs were yellow striped and had _stingers_. His glared at her with an eye that was only a shade greener than the rest of this body and yelled, "What are _you_ doing here?"

"Saving your butt!" Gwen growled right back as she raised her hands at one of the stinger aliens as got tired of waiting and dove toward him. " _Teewat Ligara_!" She remembered the first time she used that spell and how it barely blew away a mist.

She'd gotten better.

The wind hit the bug like a sledgehammer. The bug went flying down the corridor and it skidded across the floor for almost twenty feet before it stopped and drew in its six legs.

Three more. The other one with a stinger didn't bother with its wings, it just jumped at her with all six of its legs open and it was like every nightmare she ever had before she found out what _real_ nightmares were because it was a bug as tall as her.

It never reached her. She never thought it would. Ben caught it in midair, "Don't you _touch_ her!" he shouted at it, his voice deep and fierce as he tackled the bug to the ground. Even pinned the thing fought back, the pincers at its mouth biting at his hands while it clawed at him with four legs. Or it did until he grew his fingers into claws and brought them down again and again.

It was still moving when he was done, but it didn't have any more fight in it. She almost felt _bad_ for the last two as they turned together and glared at them. One had a black exoskeleton with blue plates over it that were just a few shades darker than her magic used to be, while the other was pale white like moonlight.

The blue one threw its four wings wide and took to the air while the white one scurried towards them faster than anything should have been able to move that wasn't called XLR8. She watched the two and she didn't even have to _look_ at Ben to know what he was going to do. She focused on the blue one and knew that he'd take care of the other.

It didn't even take him as long as she thought it would. The bug on the ground was so much faster than Wildvine that it blurred, but it didn't matter. Not after Ben shoved his hand to the ground and a thousand roots burst up out of the floor and walls all around them.

Roots that the thing ran into at full speed.

It took forever for the poor thing to stop tumbling after it tripped. "Gotta be better than ¡ to touch the best!" Ben gloated as another dozen vines sprouted around the bug and tied it down. Then he turned and sounded almost annoyed that she was still fighting the last one as he asked, "You got that one, right? We gotta get our strut on!"

"Yeah, I'm - " Gwen said as she called up another burst of wind, one that went through the huge black and blue bug like it wasn't even there. "Oh, you're going to be trouble, aren't you?" she asked as her grin twisted into a glare. Then she tossed her right hand at it and shouted, " _Reanima Dynamica,"_ and a dozen violet bolts of lightning shot out of her palm at the monster.

And passed right through it, too, before it caught an updraft and disappeared into the ceiling. "It's pulling a Ghostfreak!" Ben shouted as his head darted back and forth.

Gwen shuddered at the thought as she watched the ceiling. "It could be getting - look out!" she shouted as it dove down right over Ben with its clawed fingers flashing like black knives at his chest as he fell. One clawed hand left four long gouges in the thick fibrous leaves that sprang up out of Wildvine's shoulders while the other cut a swath across his chest that ended at the Omnitrix.

Gwen saw the watch's face flash yellow at the touch and forgot all about it as she watched the bug dive into the floor before it burst back up and leapt at _her._ "Dweeb!" Wildvine shouted in a warning that she didn't need as he swung out with his arm, the fingers in it stretching until it shot out like a vine for the thing, but his hand just went through the creature and almost hit _her._

Gwen dove to the side and let out a little yelp as the thing threw its wings wide again and followed. Her arms shot up and she shoved her hands out at the monster

She didn't know who was more surprised by the violet shield that sprang up between them, but she was the one who let out another shriek when its claws cut at the violet shield just an inch away from her nose.

The rest of it hit a second later, and it stood there like it was dazed as it glared at her through the mana.

And she glared right back because this was the first time she got a good look at _any_ of these things. It looked so _alien,_ but there was still _something._ Something about its exoskeleton or the color or the wings that seemed so _familiar._ Maybe it was just because it had the right numbers of arms and legs, even if it did have three toes and claws for fingers, or something about it's head. Something besides the antennas that stuck out from it's brow...

Or maybe it was just the curious hiss that the thing made. A hiss that almost sounded like words as it cocked its head and looked at her.

Gwen stared right into its black eyes and saw a thousand reflections of herself as it reached out and touched the shield with it's right hand. It ran its fingers over the shield and the way it cocked its head to the side in wonder was the most human thing about it. Human enough that maybe, just maybe…

"Hi," Gwen said, her voice firm even though she could feel her knees trembling. She saw Wildvine get up and she shook her head at him. She had to _try_. That's what _heroes_ did. "Can you - ?" She started to ask as she reached up and touched the shield just on the other side of its hand.

And she shrieked again as the thing went _wild_. It flung its wings wide as it raked her shield with its claws a dozen times and it did it so fast that it made Sensei at his _best_ look as slow as her doofus could be at his _worst._ She heard Ben scream something, but she couldn't make it out over the noise the speakers were screaming every noise into her ears.

And then the bug froze as it and reared its head back so it could -

"Gross!" She shouted in a shocked surprise as it spat _something_ at her shield. Something that looked wet until it mixed and then it turned into a smoke cold enough that she felt it right through the shield as it curled around. The stuff burned at her hands and face even as it chilled her to the bone and a red hot heat ran through her suit.

As hot as it was, it wasn't enough. Not when her hand shook and _hurt_ behind the shield, and the second it did the bug _moved_ for the edge of her shield. It's hand caught the edge and she shrieked and shoved her hands out at the thing just as it circled the top of her shield.

She ended up on her butt again, but the purple circle of magic went flying the other way and it flew _fast_.

It flew so fast that the bug on the other side didn't even have a chance to get out of the way. It flew so fast that it almost scooped up Wildvine, too, as he hurried over on his six vine-like legs. If Ben didn't think quick and throw himself to the side it would have.

The bug tried the best it could to do the same. Gwen saw its claws lock on the side of the shield, but it ran out of corridor before it could and she heard the crunch all the way back to where she was sitting. She gaped at it and kept kept gaping at it even as the shield vanished and the bug crumpled to the floor and - and - "I can _throw_ the shields?" she said with a wild giggle as she turned to Wildvine even as the alien picked himself up off of the floor. "Why didn't I ever - ?"

Ben should have been just as excited as she was - he usually was when she worked out a new spell, even if he acted like it was the most boring thing ever. As if she'd fall for _that -_ but he wasn't. He crossed the last few steps between them and glared down at her with his one big green eye as he shouted, "What's _wrong_ with you?! Why didn't you stay - !" .

Gwen stared at him up at him as the tendrils that made up his legs slapped at the ground all around him and something inside her _snapped._ "What is _wrong with_ me?!" she shouted right back as she shoved herself up and shoved her finger into his chest, right above the Omnitrix that was still glowing yellow. Ben was almost two feet taller than she was when he was Wildvine and she did not _care._ "What's wrong with _you!?_ Why didn't you _wait_ for me?! We could have done this _together!_ We're _supposed_ to be a _team!"_ she shouted, and as soon as she was close enough she started slapping at his chest even as his eye opened _wide_ and he tried to back away from her. "You could have _gotten hurt!"_

Wildvine caught her hands in mid-slap, and he looked so shocked until his face twisted into that _stupid_ smirk that he _always_ got when things weren't going the way he thought that they would and he did what he always did. He tried to joke his way out of it, "Could've? I am getting hurt! You're hurting me right now, you dweeb!"

"This _isn't funny!"_ Gwen shouted as she pulled her hands free and hit his chest over and over again until she had him planted against the wall. "Do you have _any idea_ how many _\- "_ she said and her voice broke as she looked up at that green face and his green eye. "How many - " she didn't even know how close she was to crying until her eyes started to burn. "How many… how many times I - " The words were right there, but she couldn't _say_ them. If she _did,_ if he knew what a _baby_ she was sometimes when she'd wake up gasping and crying. She _couldn't._ So she wrapped her arms around herself and shuddered as she whispered instead, "You _promised_!"

Those words were bad enough, but they were still better than when she woke up all alone in the dark.

When she had to cry into her pillow just so her parents wouldn't hear, wouldn't panic, wouldn't ask all the questions she wished they would and dreaded hearing because they _couldn't deal_. _Christmas_ made them freak out, made them…

There was no way they could hear about the heroing. About how brave her doofus was, about the people they saved or the monsters they fought.

Or how they got hurt…

And Ben… He would just think that she's a _crybaby_ and a _girl_ if she ever…

So she didn't. Gwen just touched Wildvine's chest and traced the thin scar of a cut that big blue bug's claws had left behind. It was bad enough, even though it was already healing that it stole most of her voice. "They _hurt_ you. I could have - "

Ben didn't move during any of it. He just stood there like a pillar and she thought he was just stunned because he was a _boy_ until she felt his growl go through her. "Hurt _me_? What about you?! Why didn't you just _stay_ by the Rust Bucket? That bug _almost_ \- I thought - I could have handled it! You didn't..." he said, his words running over each other until he spat out the last. He still sounded mad, but his body slumped at the words. "I was…"

"What?" Gwen asked as she stared at him, as the edges of the leaves around his head drooped like they were out of water.

"It's just…" Ben said, his voice tight as he wrapped his right arm around his stomach and shook his head. "It's… I just saw that tunnel and this _stupid thing_ glitched out and I - "

He didn't say anything more, he didn't have to. She felt so _stupid_ as she stared up at him and she realized… He'd used all of his aliens over the past few months for heroing or just because he was bored. All of them but Wildvine. She hadn't seen that alien since… "Why?"

"This one… he almost…" Ben muttered as he sagged at the memory.

Gwen sprang forward and hugged him hard because he needed it and because it wasn't his _fault._ "It's okay, Ben. Wildvine is - " she said into his chest, her mouth dry because she could still _hear_ his tendrils slipping across the stone floor, could smell the stink of rotting leaves on the alien's skin and her heart raced and she couldn't stop thinking…

He never even mentioned it. She didn't even think that he remembered or even cared, but…

"You _dummy._ You - you… Wildvine is okay," Gwen swallowed hard as she looked up at his face because it was almost a lie.

"But...but it almost..." He said, and the guilt in those words made the rest of hers spill out.

"It _didn't._ It wasn't _Wildvine._ And I know that he's not that _thing_ ," she declared as hugged him harder.

"You do?"

"Duh," Gwen said and she fought down a shiver as she heard the tendrils slither against the hard floor. She never would have been able to if she wasn't looking at his face, at his - "I know because he still has your eyes," she said as she looked right into Wildvine's one. It didn't look the least bit human, but she could still see the green in it that said her doofus was in there. "I know that he's _you_ and you would _never…"_

It was almost a lie, it was every time Ben blinked or looked away, but then he'd open his eyes again and he was right there, even when he looked like _this._ She could learn how to deal with all the times she couldn't see his green eyes, but she'd never be able to handle with him running off because he thought - "You don't have to _protect me._ I can - " she said as she shivered against him and she felt her words get tangled on the way out of her mouth. "You disappeared and I thought - When you jumped into that tunnel, it felt just like… You _weren't there."_ She shuddered at the words, at the nightmares that they brought up.

And she waited for him to laugh at her or tease her or give her an awkward pat on the shoulder with one hand while he rubbed the back of his head with the other like he did a couple of times.

He didn't.

Wildvine touched her shoulder, but it wasn't for a pat. His grip was firm as he murmured, "Okay."

"Okay?"

"No more jumping in tunnels, and no more… Wildvine can come out and play again," said with something that looked like a grin and she couldn't tell if it was a lie or not.

It didn't matter. Just knowing that he was _listening_ made the memory and the worry fade a little. It made her reach out for his hand, too, because something inside of her needed to feel his fingers, even if they did feel like grass.

She never got the chance. The moment and the impulse both died as the buzz of wings filled the air again. They sprang apart as two more bugs burst out from what had to be another corridor a hundred feet away, both of their bodies as black as coal and their stingers huge as they shot towards them like bullets.

She called up the magic as Ben tensed for another fight, but twin bolts of yellow plasma caught the bugs before it could do anything. They fell from the sky and skidded to a stop at their feet with the same smell that all of Grandpa's cooking had.

They spun around and saw Grandpa standing next to doorway to the escape tunnel with a pistol in both hands and his helmet back on. " _It looks like you two have been busy,"_ he said as he shoved the weapons into the holsters at his side and hurried over to them. He didn't falter, but the radio in his mask betrayed his panting. He knelt by one of the bugs and then another before he shook his head and put his pistol back in its holster at his waist. " _I don't know what these things_ are. _We should head back to the Rustbucket and let the -"_

"But what about - !" Gwen started.

And Ben shouted at the same time, "It's hero time!"

Ben listened for _once,_ so of course Grandpa wasn't. He just looked at them both through his visor and shook his head. " _We don't - "_

"We're not going!" Ben said and Gwen nodded with him as they stood side by side.

Grandpa didn't move and she would have given anything to see his face right now, and just a little less to look up and see stars instead of a ceiling that they must have carved out of stone and stuck lights to, but people _needed_ them. Finally the man nodded. " _Okay."_ He started walking, only to stop when he got close so he could reach behind his back. She spent a second wondering what when he pulled her helmet out from somewhere and held it out to her. " _One of them was spitting acid, Pumpkin. The helmet isn't much, but it'll protect you from - "_

She shook her head as she stared at the gray thing. "It doesn't - There's something _wrong with it!"_ she said as she tasted stale air again.

"Dweeb?" she heard Ben ask, but she didn't look up, didn't want to see the stone ceiling again. Didn't want to think about how deep they were, or how much all that dirt weighed over their heads and how easy it could all come tumbling down. Then she felt a hand that was a lot stronger than it looked settle on her shoulder and she let out a shuddering breath.

" _There isn't - "_ Grandpa started before he stopped and started again, his voice calm as he held out her helmet. " _There was a block in the air line, Pumpkin. I should have caught it before, but I cleaned it out while I was booking it here. Just give it a try. If it still doesn't work…"_

Gwen stared for a long, long time before she nodded and took the helmet with shaking hands. It took forever to slip it back on and it felt even tighter around her head and she could count her heartbeats before the visor blinked back to life, but she felt the cool air hit her face again a second later. She took a deep, deep breath and nodded. "Okay." She hoped her voice sounded steadier to them than it did to her.

It must have, because Grandpa just nodded and said " _Good."_

Ben gave her shoulder another squeeze as she reached up and squeezed his tendrils right back, but she could tell he was back in hero mode as he asked. " _So, what's down here? Hidden treasure? Alien collectors cards? The lost episodes of Sumo Slammers?!"_

" _Storage,"_ Grandpa said, his voice grim. " _If the team's down here…"_

Gwen looked up the hall and saw a couple of doors. "So we split up. It won't take that long to - "

" _They dug out about a square mile of storage space, honey. All divided up so that if something went up it wouldn't take out the whole base, so even empty that would take forever."_

"Oh," Gwen said because what else was there to say.

" _No. We have to work smarter than that. Come on, security is one level up. If any of the cameras are still working we can get_ some _idea what's happening. There should be stairs this way. Keep your eyes open."_

" _Stairs?"_ Ben moaned.

"Where's the elevators _?"_ Gwen asked as she looked everywhere but up. Mount Rushmore didn't even look human and this place looked way too much with its stone walls and weird machines. honestly, it looked like it was one lightning storm and a hunchback away from being a mad scientist's lab.

" _They're around, but they're won't be working. Not while this place is on emergency power,"_ Grandpa said as he walked. He should have felt the stares boring into the back of his head, but he just kept looking around until he saw a small vent set high in the wall and pressed his hand against it and then he shook his head. " _Ventilation is out, too,"_ he looked up at the lights that looked just like the ones they had in school, except so they were running dim and casting shadows everywhere. " _Lights are going… None of this is right. Even if the ZPG is out, the batteries should have enough juice to last for a month..."_ Grandpa rambled as they followed. She felt Ben's eyes on her and she just shrugged because she didn't have a clue.

There were a couple of more bugs on the stairs, one with a butt that glowed bright enough that her visor went tinted itself so dark that she could barely see the outline of the thing after it lit up and Ben grunted out a word that she _knew_ Grandpa didn't want to hear before it got stomped, but he was the _favorite_ and he got away with _everything._

And then the watch timed out and it didn't matter.

Not when the last one jumped Ben, not when she was sure that she felt her heart _stop_ as it knocked him flat on his back and pinned him to the stairs. She didn't know how he held the thing off for the split second it took for her to make another shield between him and the alien bug and for Grandpa to shoot the thing off of him, but she knew that she couldn't make her hands stop shaking until they reached the top.

She was sure that there would be more bugs waiting for them, but there wasn't. She felt her mouth drop anyway as she stopped and stared.

" _Grandpa, I think we left the oven on the last time we were here,"_ Ben said in a voice that had a lot more awe in it than guilt as he looked around.

Gwen was glad that she was wearing a helmet for the first time all night. She'd smelled enough melted insulation and metal in her computer club and that was just from her soldering wires together. The walls and ceiling were charred black on this level, and the floor was covered in bits of glass that used to be the windows that lined the hall. They walked in silence except for the glass crunching under their feet as she just _stared._ The first window opened up to a room had to be a lab because it was filled with stuff that she almost recognized. There were tables and machines that kind of looked like a mix of the chemistry lab in her school and every science show on television.

Or it would, if someone looted her school or the show took place after the apocalypse. All the machines were wrecked and there were shards of glass _everywhere_ that must have been slides and vials once mixed in with broken microscopes and computers. She only whimpered a little at the mess.

The next three rooms hurt worse when she didn't recognize _anything,_ but she could tell that they would have been amazing if anything still _worked_ just from the thing that was lying on the ground. She didn't have a clue what it was made out of, she just knew it wasn't metal or plastic. It almost looked like it was _grown_ , but now it was just withered and black.

They walked by another dozen rooms that lined either side of the hall and she would have given up her _laptop_ just to know what they were for, because each one was stranger. She would have given anything to explore, but Grandpa wouldn't stop and Ben only cared about the broken stuff because he'd seen it all before and he'd seen it when it was _nice._ Which so wasn't fair, because she knew that he didn't appreciate it as much as she did.

He barely even glanced at last room and it was _huge_. Bigger than the rest of the base she'd seen put together and she thought she saw more doors on the other end. Huge doors that must have opened once, but whoever wrecked the base took extra care in that room. There were craters blown into the walls on either side of the doors and more in the ceiling over the wrecked remains of robot arms.

The only thing that still worked in any of the rooms was the lights in the ceiling, even though they barely did anything more than flicker and just made twisted shadows of the wreckage. Shadows she couldn't take her eyes off of because whoever did this had to be hiding _somewhere._

And that was when she realized that whoever did this hadn't touched the lights in _any_ of the rooms. They were dim because the batteries were dying, but whoever did this wanted them to _see_ what they'd done.

Gwen shivered at the thought and she couldn't help saying, "You know what? I'm completely okay with you two not bringing me here before."

" _I'm not_ ," Ben called back as he darted this way and that in front of Grandpa. " _Your brains make good zombie bait."_ She turned and gave him her best glare before she stuck her tongue out at him, which he so couldn't see through the stupid visor. So not fair. Then he jumped anyway and for a second she almost preened, but his eyes went right by her. " _Hey, Grandpa! That's the lab we used when we - "_

Gwen let out an excited squeal as she ran over. "I wanna see!" The doofus had been rubbing the room in her face for _months_ now with stories about the scanner and the computers that Greymatter used to study the Watch and the delicate little tools Grandpa used to actually make the adjustments. She wished that she'd been there to watch, because it must have _killed_ the Doofus to sit still for that long, but there wasn't any way that she'd miss _seeing_ -

She made it three steps before Grandpa caught her by the shoulder. " _Stay here,"_ he ordered before he let go. Then he moved over, his steps light. " _Both of you."_

Ben shot her a look as they spent the next minute watching Grandpa eye the window frame before he pulled himself through it. Then he knelt down and they lasted almost ten more seconds before they ran forward.

The other labs were wrecked, but this one was _destroyed._ All the computers, the tools, they were all in pieces on the floor. Even the far wall was cratered and the machinery inside was yanked out except for some wires that still trailed inside. Grandpa made his way over and brushed his fingers over the blackened and cracked stone. Then he tapped the side of his visor before he shook his head and turned back. " _Ben, has the watch recharged yet?"_

Ben jumped because he was looking around almost as much as she was, but she could hear the excitement in his voice as he said, " _Green to go! Want me to go Upgrade so I can fix - ?"_

" _No,"_ Grandpa said with a shake of his head. " _There's no point. This is all trashed. I need you to go - no, not Wildmutt. We can't sit around waiting for the watch to time out again..._ "

"But he's so _cute!"_ Gwen protested.

And she got just the reaction she wanted as Ben spun around. " _None of my aliens are_ cute!"

And she laughed as she teased. "Wildmutt _so_ is! And Greymatter! And Upgrade and - "

" _I'll show you_ cute!" Ben shouted as he lifted his left arm and twisted the dial.

" _Gwen! Leave him alone! Ben, don't!"_ Grandpa tried, but it was too late.

Ben slammed his hand down on the dial and the room flashed green. Gwen blinked away the spots even as her visor dimmed, and when she could see again she saw, "Benwolf?" she said and she couldn't hide her surprise. It didn't go away even after she hit the toggle to turn on the speaker built into the outside of her helmet and she repeated the name and the question.

The alien werewolf snorted at her. " _Benwolf? Please. I thought of a better name months ago! This is Blitzwolfer now_!" he declared as he somehow managed to make a twist an alien werewolf's mouth enough that the name came out in a bad German accent.

""That's not _better_!" Gwen said as she tried to laugh into her hand but the visor of her helmet get in the way. "And you _have_ to stop listening to Heavy Metal, you dork!"

"Never! Pierced from Within rules! The power chords are _gold!_ " the giant werewolf declared in a huff as he pounded out a chord on his air guitar before he ended it by bringing his imaginary ax down on her head. "Like you even _know._ Your music is _lame."_

"My music is classic! If you would just _listen_ to some Holst!" Gwen declared as she poked her finger into his stomach and she knew that it wasn't even close to the end of it, she even saw his face light up as he thought of the first real insult and she couldn't wait to hear it so she could top it.

He never got the chance. Grandpa let out a pained, " _Guys,_ please. _And he's just who I needed, Sport. Good choice! Can you take a sniff around?"_

Blitzwolfer stood just a little taller before he got down on all fours and circled the room twice before he stood up and sneezed. " _Sorry, Grandpa. It just smells like the Rustbucket when it has a bad day_." Then he stopped and shrugged. " _And a bit like that funky soup you made Aunt Natalie. Except worse."_

Gwen couldn't help her grin at that, but it vanished when Grandpa's visor turned her way. " _Pumpkin_? _Do you sense anything?_ "

The hole in the wall was big before, but it looked _huge_ now that Grandpa was counting on her. "No," she said as her hand went the pocket that had her spellbook, "but if you give me a few minutes I might be able to find a - "

He waved her off. " _No, this wasn't magic. You'd feel something this big. Even after.._."

Gwen's hand froze on the book even as her heart sank. "How do you - ?" she started to ask even as her mind raced back to all the times they'd gone up against Hex or Charmcaster and -

Maybe? Things always felt _weird_ around those two.

Grandpa didn't answer. He just turned back and stared at the crater in the wall again before he started to mutter, " _This is too precise. Class nine, at least. They knew what they were doing, too. They could have brought down the whole ceiling with that kind of_ …" in a voice so low that Gwen didn't think that she ever would have heard him if the radios weren't right against her ears.

"Class - ?" Gwen started as she leaned in and tried to see what he did, but she couldn't. There was just the crater, the edges of it pounded into a powder that she saw sticking to his glove as he ran his fingers over it. Her mind buzzed with questions.

And then Ben burst in with a " _Who_?"

She shot Ben a look before she glared at her Grandpa through her visor and stomped her foot. "Grandpa, what's going _on?!"_

Grandpa jumped and looked down at them like he forgot that they were there. Then he shook his head again. " _I don't know, Pumpkin. We need to get to security. I just hope_ \- " He started to hurry back when he stopped dead and looked at them both. " _If -_ " he started to say, then he straightened up and his voice lost the curiosity it had a second ago and the smile she always heard in it. " _If I tell you two to go, then you go. No questions. Don't wait for me and don't go home or to the Rust Bucket. Find a phone and call your Aunt Vera. She'll know - "_

" _Aunt Vera_?" Ben asked and he made it sound like the idea _hurt._ " _Why?"_

" _Your aunt knows how to get a hold of Wes and the rest_ ," Grandpa said as he waved the question away. He reached out and clamped his hand on her shoulder and the wolf's arm. " _I need you to promise that you'll do it. That you'll take care of each other until your aunt can come and get you. Can you do that?"_

"Grandpa," Gwen said, her voice a whine and her throat dry because he'd _never_ told them _that_ before. Leave him? How could they just - ?

Ben growled. " _You're scaring_ Gwen _."_ That should have earned him a punch and a dirty look, but Gwen didn't even look up at him. She wanted to, but she couldn't take her eyes off of her grandpa's blank mask. She wished...

" _I need to find out what happened here,_ " Grandpa said, and Gwen could almost hear him thinking, and she knew just _what_ he was thinking before he added. " _But you two_ …"

"We promise!" Gwen said before he could finish that sentence. Before he could tell them to go, to leave him here _alone._ She glared up at the werewolf and said, "Don't we, Doofus?"

Those green eyes darted down at her and she _knew_ that Ben wouldn't listen any more than she would, but _Grandpa_ didn't need to know that. For once he caught on. For once he just muttered, " _Fine_ ," instead of fighting.

And it still took forever before Grandpa stopped staring at them, before he let them go and made his way back to the broken window they'd used to come in here. " _Come on. I need to see that tape."_

\- o - o - o - o - o -

She kept waiting for Grandpa to say something as she took in the main hall.

Anything.

But the man didn't say a word. He hadn't, not even when they beat up the bugs that were trying to clean this place up. She tried not to look at the things as they shivered in the corner just as hard a she did not to step in the yellowish-green stuff that was pooled up in a dozen spots on the floor. The same gunk that her Grandpa was bending by now and - "Gross, Grandpa! That looks like the gunk that Stinkfly spits up!"

" _I don't think it's barf,"_ Grandpa said, and that was all that he said as he turned his head and she tried so hard to see what he did.

But she couldn't. All she saw were dozens of little holes that were burned into the walls and ceiling and floor there. The holes and the thick steel doors that Blitzwolfer had stepped over before he disappeared down the hall there.

Disappeared without _her_.

She _hated_ him for doing it, and the man in front of her for telling Ben to do it and who held her in place until he was gone. "The doofus needs me," she said and not for the first time.

Grandpa didn't say a word, not until she started to sneak away, and then she heard a firm, " _Gwen…"_

Gwen shouted as she spun around. "Why!"

" _Because Ben can take care of himself for a minute, and I need someone who can watch my back while I figure this out,"_ Grandpa said, and he sounded so calm that she almost missed how distracted he was until he got up and started walking back down the hall. There was a sign on the wall, one that was holed and scratched to pieces but she could still see the words **Main Entrance** and an arrow pointing that was written on it.

It was just like the one that was marked **Security** by the corridor that Ben disappeared down. Except that one was in even worse shape.

The sign and the corridor beyond it.

Even from here, she could see the cracks in the walls and even if she couldn't she never would have missed the thick doors that were ripped from their hinges and thrown halfway across the hall.

She tried to imagine what could do that and she hated every thought she had. She hated it so much that she almost walked right into her Grandpa as he stopped and knelt again. She watched him reach out, but this time his fingertips came off the floor stained red. "Is that…" she asked and she knew that she should have been afraid. Anyone sane would be.

She scowled instead and squeezed her hands into fists.

" _Not enough. Broken nose probably. Maybe a puncture, but…"_ he got up and looked around one last time. " _They put up a hell of a fight first."_

" _Yeah, but they were a little outnumbered,"_ Blitzwolfen said, his voice a growl from behind her. She spun and the room was so dark that his fur blended into the shadows, but his green eyes shone yellow around his green irises in the dim light and they stared down at them both before he turned around and waved his hand at them. " _Come on."_

Her scowl turned into a smirk as she sprinted up to him and somehow Grandpa almost kept up. " _Did you find them, Ben?"_

Ben shook his head like he was trying to shake off fleas. " _No. They didn't make it this far, but I found the bugs nest. And it looks like my backpack did after I left my lunch in it for a week,"_ he said as he lead them into the tunnel, his every step kicking up dust. Not the soot they found in the laboratories. Actual dust.

More things she didn't want to wonder about. More things that she had to. Blitzwolfer's three toed footprints were cut deep into the dust. So were the bugs. There were so many of _those_ that she couldn't even count them all. She stared at the paths they left and tried to figure out how many of the aliens have come through here already and she couldn't.

She was sure that was what Ben meant. She was _so_ wrong.

The corridor went on for twenty more feet and then it was just _gone._ If the edges weren't broken and cracked she would have thought that the builders just stopped there, but between that and the signs she knew that there was supposed to be something here.

Now it was black. She held her hand out and got ready to call up mana and the violet light that came with it before she heard _something._ Something _skitter._ She shivered even as she got closer to the edge and realized that there was something there.

A cave.

" _Hold on, Pumpkin,"_ Grandpa muttered and she was sure that he was calling her back, but her visor blinked and the world in front of her lit up in a kaleidoscope of reds and greens and yellows as her visor somehow flipped to what had to be infrared if every action movie she'd ever seen was at all accurate.

She really wished that Grandpa didn't do whatever he did, because she could see _everything_ now. The cave's roof was almost twenty feet over her head and ended fifty feet below her. It that looked so big that she could almost imagine someone playing football in it if the bottom wasn't a mess of broken rocks and cement.

And bugs.

So, _so_ many bugs. There were even some on the ceiling spitting something on the cracks up there, but most of them were digging through the mess on the floor. She watched one that was carrying something that she almost thought was a locker that someone ran before she saw the ruined circuits inside. She watched it scurry up the far wall with its find and then disappear into a hole cut in the far wall. Then, a second later, a bug came back out. A completely different one that had a hole burned through its wings and only five legs, but it moved anyway as it dripped yellowish green gunk behind it.

"They've dug tunnels," Gwen whispered in wonder as she remembered the ant farm they used to have in biology class until the teacher took it home because everyone kept staring at it. She leaned in closer and almost jumped out of her skin when a hand caught her shoulder before she realized it was her Grandpa's.

And that he had a grip on Ben's fur with his other hand. The doofus was leaning out over the edge almost as far as she was and sure to get them caught.

" _We're going,"_ Grandpa said when they were clear and she could tell just from his voice that he wasn't going to listen to any arguments.

Which so never stopped Ben. " _Why?"_

" _That's too many, Ben! We need a full - "_

Ben shook his head, his green eyes wide and that smirk back as he said the worst words she ever heard. " _No, we don't! I have an idea!"_ He bared his teeth and the hair on the back of his head stood on edge as he looked up and growled. " _One howl will bring that thing down!"_

"It won't work!" Gwen shout-whispered at him. "It'll get the ones in the main cave, but those tunnels will be full! They could just…" she said as she waved her hands around. She waited for Ben to get huffy, but he just stared at her and bared more teeth.

\- o - o - o - o - o -

"I hate you," Gwen muttered as she stepped onto another one of her flying carpet conjurings. The mana felt bouncy under her feet, which so didn't do anything for her stomach.

" _It'll work,"_ Ben said as he prowled back and forth at the end of the corridor, just out of sight of all of the bugs. " _Trust me!"_

" _Gwen, we don't have to - "_ Grandpa said for the dozenth time.

And she shook her head. "No, it's - it's an idea. It's definitely an idea. Hero time!" She said before she could change her mind as she leaned low and some sick part of her willed the platform forward.

Out into the cave.

If any of the bugs even _glanced_ up they would see her as she sped by overhead, but that wasn't good enough. She forced more mana into the spell even as she sped across the cavern that felt bigger and bigger the whole time she raced for the other side. Enough that the platform _burned_ a bright violet when she hit the far wall and surfed it to the right, passing right in front of the biggest of the tunnels that the bugs had dug and right in front of one that was carrying up something that looked like a locker.

The thing let out a shocked hiss as it dropped its salvage and hit the sky behind her even as the thing it was carrying crashed back down into the rocks below. The plan was for her to buzz all the tunnel entrances, but she didn't have to, bugs were already shooting out of them. She ducked down even more, her feet finding the same spots on the platform that she used that one fall when she learned how to skateboard because she heard that the _doofus_ was and there wasn't any way…

Her mom caught her before she ever had a chance to show him up, but she could almost _feel_ his green eyes watching her as she carved the air. Some sick part of her whooped as she leaned in and made her magic board go faster as the rock wall raced by just inches under her shoes and gravity tried to pull her down.

Gwen would have given _anything_ to see the alien werewolf's face right now, but she could _feel_ the buzz of all the alien wings behind her in her chest and she didn't _dare_ look. Not when bugs were throwing themselves off of the ceiling in front of her and more spat green and yellow globs of gunk up at her.

She juked and dodged, but each move slowed her down that much more a little and the buzz got that much louder until she couldn't help the little worried whimper that slipped past her lips. A whimper that turned into a yelp as a bugs erupted out of a tunnel that she didn't even _see_ until she almost flew into them.

" _Gwen!"_ She heard Grandpa call over her headset even as she heard a growl that was somehow even louder than the man's voice came through her speakers. " _That's enough, Gwen! Come back!"_

There wasn't any way that either of them could see her nod, but she did it anyway as she made the platform under her twist in the air before she dove straight _down._ Her knees ached as she kicked at the back after she dropped almost fifteen feet, but she was going so much faster even if she could still _feel_ the buzz behind her as she sped back for _their_ tunnel.

And the swarm that was between her and safety.

She really was crazy, because she laughed as she threw her hands out and willed more speed out of her board as she dove right into it even as yellow bolts of plasma exploded into the swarm from behind it.

The bugs broke formation at that, each one dodging in a different direction, all of them too close for comfort and one so close that she swore she felt a wing brush against her face as she sped by. The plasma bolts shot by just as close, close enough that she could feel the heat of them even through her suit as they took down all the closest bugs.

"Hey, uglies! Do you have any idea how many of you I've swatted today?!" She cackled as she burst through the swarm. Then she dove for the tunnel and the man she saw standing at the mouth of it with a pistol in both hands. Pistols that kept spitting alien fire all around her. She should have been terrified, but it was her Grandpa and she knew she was safe.

Grandpa held his ground right up until the last second, then he ducked right as she sped by. He was shooting again even as she jumped off the platform and spun around with the next spell already on her lips as the Doofus did his part.

Blitzwolfer was already moving. He was already beside Grandpa and rearing back on his haunches even as her visor burned with the heat of the thousand bugs that were flying right for them. The closest were just a few feet away when Ben's muzzle split in four and pulled back as he _howled._ The sound cut through her like it was a dentist drill that was running inside her head, and that was when she was twenty feet behind him.

The bugs at the head of the swarm dropped like they hit a wall, but the rest just kept coming.

Until the roof gave out.

That rumble was even louder than Ben's howl and it felt like it was hitting her right behind the eyes. It was so loud she couldn't even _hear_ the ancient words she was saying, but she felt her lips move and saw the thick shield burst to life in front of Ben and Grandpa. She kept chanting, kept shoving as much manna as she could into the spell as she watched rocks bigger than her daddy's car falling right in front of them. The bugs tried to get away and for a second she felt bad, but then they were gone as the roof came down all at once with a crash that knocked her off of her feet.

It didn't matter. Gwen still chanted as she sat there on the dusty floor even with her eyes closed. She kept going until she felt a hand on her shoulder and heard her Grandpa say, " _You can stop, Pumpkin. It's over."_

Gwen opened her eyes because she was too stunned to believe it until she saw it for herself. The corridor looked like it ended in a rock wall just beyond her shield. Her cracked shield. "That explains the headache," she gasped as she reached up to squeeze her nose, but her helmet was in the way.

Her shields could crack?

She looked at it again, stared at the little cracks that spider-webbed away from the huge ones and she wondered just how much it could take.

" _Headache?"_ Grandpa asked in his grandpa voice.

Gwen shook her head. "I'll be okay." Maybe. If her head felt this bad when the spell cracked, what would happen when it broke? She let the spell go and the throbbing behind her eyes eased a little even as a few small rocks spilled into the hall. Enough for her to move her head again so she could shake it. "I can't believe that worked."

" _Of course it worked,"_ Blitzwolfer said before he disappeared in a flash of red light and her doofus stepped out of it. He sounded so offended even as he walked over to her and held out his hand. " _We just needed the right bait."_

"Which just _had_ to be me," Gwen said, her voice deadpan and more than a little annoyed as she took it.

Ben just laughed even as he helped her to her feet. " _It's a horror movie! That's what pretty girls are_ for _!"_

Gwen wanted to smack him and she could feel a lecture right on the tip of her tongue because she didn't know what horror movies _he_ was watching, but - "Pretty?" She teased because she knew what would hurt him _more_ as she pulled him closer. Close enough that their helmets almost bonked together.

Close enough that she could have kissed his cheek.

And he _knew_ it. He pushed away from her. " _I didn't say - "_ She couldn't see his face through his mask, but she could hear the panic in his voice.

"You think I'm pretty," she teased, her voice a sing song as she poked his chest.

He shoved her hard enough that she might have tripped if Grandpa hadn't caught her and spat out, " _To bugs!"_

Gwen sucked in a breath at that, then she made herself grin and squeal, "You're finally admitting you're a bug?!" Before she ran over to give him a hug just to make him squirm out of it. Jerk. God, she wished he wasn't wearing that stupid helmet. She would give _anything_ to see his face right now. "This is such a big day for you, Doofus! I'm so proud!"

She couldn't see his face, but she could see him shake his head back and forth so fast that the front of his helmet almost blurred in her vision. " _I should have let the bugs - "_

" _That's enough, you two already brought down the roof once today,"_ Grandpa cut in with a hand on both of their shoulders, but she could hear the laugh in his voice. She _so_ won this one. " _It's amazing what you two can do when you work together."_

Gwen stopped making faces at Ben that he couldn't see anyway and almost bounced at the praise and the adrenaline high as she looked at the ruined corridor. She walked up to the rock wall they'd made and pressed her hand against it. "What was in there? It seems like a lot of work just to take out this places' jail…" she said as she brushed her hand over the rocks.

She pushed at one, and it didn't even _move._ It must weigh _tons._ And she held it back. She stared down at her hand and the violet light that still glowed around it and wondered...

" _If you start strutting,"_ Ben warned, and she couldn't resist.

Gwen tossed her hands in the air and kicked her foot up until it smacked her butt just like she'd seen every cheerleader ever do as she gloated, "Who's your hero?!" And then she blew a raspberry right back at the doofus as she dropped her hands to her hips. "You're just - " .

" _You're both my heroes,"_ Grandpa said before they could do anything more, and he said it as if it was just a fact to him. He ignored both of their protests as he moved next to her and put his hand on the rock, too. " _Whoever did that knew what they were doing. Security, the armory, the main computer core and its backup… They got it all."_

"So we can't use the cameras to look for - " Gwen said, her strut gone as the worry came back.

" _We don't need any stinkin' cameras!"_ Ben said as he shook his left hand and glared at the red face of his watch. " _Give me ten and I'll…"_

Grandpa nodded and started back up the corridor. " _Sounds like a plan, Sport, but there's no point just standing here. Come on, I want to check on the ZPG while we're waiting."_

" _The what?"_ Ben asked, lost even as he hurried to catch up.

" _The Zero Point generator - "_ Grandpa explained like he always did, and he tried to sound as patient as he always did, but Gwen could hear the bite in his voice now just like she saw the set of his shoulders and the way his hands wouldn't leave the pistols at his sides and -

And she swallowed hard because Grandpa - Grandpa was _freaking._

And he couldn't! He was Grandpa! She squeezed her hands together because he couldn't do that! He didn't do that when the world was ending around them, so he couldn't do that now! She stared at him and - and she did the most normal thing she could think of. She teased Ben. "It's amazing, Doofus! It runs on zeros! We feed it your homework and we get power!" She said it even though she knew it wasn't true anymore. Not now that he was finally letting her tutor him and he was almost paying attention in class. She waited for him to play along because she saw him staring at Grandpa, too.

And he did. She heard his laugh and she was sure he was about to say something about her personality when he said, " _No wonder it's not working, then. You Dweebed it all up!"_

And it wasn't fair! She spun and stared at him, ready to smack him because she couldn't take them _both_ acting weird! "Careful, Ben that almost sounds like - "

He cut her off. " _Wait, so it's like a reactor? Why didn't you say something_ before?! _Bad guys_ love _reactors!"_ he asked as he broke into a run.

\- o - o - o - o - o -

"I hate it when you're right," Gwen whispered to Ben out of habit as she tried to lean closer to the doorway. Habit made her whisper because the bad guys were right there. Bad guys and Ben, and she so wasn't going to tell him _that._

His head was too big as it was.

It didn't matter, she heard Ben snicker and she felt herself blush as she glared at her stupid faceplate and the even stupider radio that was hiding in it. Then she pushed it all away so she could focus on what mattered. "Did the Plumbers get paid by the foot?" she grumped to her Grandpa because this was _ridiculous!_ Mount Rushmore, this place, this _room!_ They were all ridiculously _huge!_ She saw a dozen workstations scattered around the place and she could almost picture the horde of people that it would have taken to run them all.

It was _ridiculous!_

Heck, even with all the workstations they had enough room that they could play soccer in the middle of the room if it wasn't for the pillar of glass that was taking up all the room there. That was where the generator must have been once, but now it was as broken as everything else they'd seen.

" _Seems like that sometimes,"_ Grandpa said, and that was all he said as he leaned over Ben from the other side of the doorway, his eyes on the pillar just like hers was.

Because it wasn't just ridiculous, it was _terrible._ There wasn't anything that they could hide behind in the twenty feet between them and the pillar.

And the four men that she could see tied to it.

The four were all wearing the same kind of suits that they were, and they looked like they were in even worse shape. She didn't even know that these things _could_ get torn, but a couple of them were, and one of the men looked like he'd been stabbed through the gray material. The man looked gray, but he was still breathing and she didn't know _how._

The other three barely looked any better. She didn't even _know_ where there helmets were, but she could see the bruises and cuts that covered their faces. Three of them were _old_ like her parents, but one of the men was _ancient._ His face was covered wrinkled and his hair was more salt than pepper now, but he was the only one who was at least still a little with it.

And he was the one who looked up and spotted them, but it only showed on his face for a second before he let his head drop again.

Gwen didn't, she just stared because they were…

But they couldn't _be._ Grandpa said that there weren't any more - !

Gwen finally turned away and she saw Ben, who was almost dancing as he leaned against the wall with his hand over the watch face so the glow wouldn't catch anyone's attention until it was Hero Time. If he recognized what the men were wearing, he didn't _care._ She knew that just by the grin that he gave her. It was a wild thing that always made her heart skip a beat because she knew what it meant.

God, she could almost hear him _growling_ and -

And Gwen shook her head and looked up at Grandpa, who had a hand on Ben's shoulder and she was sure that was the only thing keeping the doofus in place. There wasn't any smile on his face. He was just studying the room like he always did, but she thought she saw…

The laugh lines around his eyes were deeper than she'd ever seen them before, and he wasn't even pretending to smile. If she didn't know better…

Then she saw her Grandpa and her doofus both suck in a breath and their eyes go wide as a rant filled the air and a madman stormed around the pillar with a broken chunk of machinery in his hands and a ridiculous helmet on his head that had two stick-like antenna rising out of it. " _The things I found here could have_ changed the world!" Animo almost shrieked and the _rage_ that Gwen heard in his voice drove every other thought out of her head. She'd heard bad guys who sounded like that before, from Vilgax and Kevin and some guy who was just holding up a gas station and she shuddered because it promised that someone was getting hurt, and if it was anyone but Animo she _knew_ that it would start now.

Gwen tensed and set her feet, but Animo loved the sound of his voice too much. " _Do_ any _of you baboons even_ know _what you had here? Or were your brains too small for_ that?" The green skinned man shouted so loud that even from here she could see the old man wince as Animo spit rained down on him. She glanced over and saw Ben's eyes light up at the opening and he brought his hand up even as she mouthed the first syllable of her shield spell and -

" _Not yet,"_ Grandpa said, his voice tight as he grabbed Ben by the shoulder and froze her with a look.

Ben shook him off and shouted, " _But - !"_ and Gwen's eyes went right back to Animo before she remembered the helmets that they were wearing.

" _We need answers, Ben,"_ Grandpa said. It made sense, but that didn't make it any easier to wait when she wanted to Go Hero.

At least Animo kept ranting. If he'd done something, common sense would have slowed her down for a second and her doofus not at all and Grandpa would have just been out of luck. " _But you four kept it all for yourselves! You hid it, and then you_ destroyed _it just so no one else could use it! What's_ wrong _with you?! You're like_ children!" Animo screamed the last of it with spit flying from his mouth as his green-skinned hands flew into the air and his filthy white lab coat billowed out behind him like a cape as he threw the metal he'd been clutching down at the men's feet.

It looked heavy and it should have hit the floor with a clang that Gwen would have felt in her teeth, but it didn't. The machinery shattered instead like it was made out of spun glass. " _You had_ wonders _here, you barbarians!"_

" _Told you..."_ the only man who was awake - and please let the other three just be asleep. Please don't let them be too late - said as he shook his head. Even from where she was standing Gwen could see the same wide, unfocused look in his eyes that she'd seen too many times when they'd tried to help someone who'd been in a car accident. " _Told you. We couldn't copy it. Just kept it safe. Used it to - "_

Animo kicked the man and the only thing that kept her and Ben from charging through the door was Grandpa's visor nailed on her and his hands on Ben's shoulders. " _Maybe_ you _couldn't!"_ Animo sneered as he walked back to the gray man and held his hands out. " _But I'm a_ genius! _And a scientist! I've done things that your small minds can't even_ dream _of!"_ She couldn't see the man's green face, but she saw him stamp his foot before he went still and _laughed_ and somehow that was the creepiest thing he'd done. " _But I_ know _your kind. Words mean_ nothing _to you. The future means nothing to you!"_ He reached up for his helmet and ripped it off before he threw it away. " _And now you won't even leave the world your_ crumbs! _What did you_ do?! _Set explosives before my pets found you? Is that why they all went quiet?!"_

Somehow the man on the floor didn't look at them, but that didn't stop him from laughing. " _We warned you that there were dangerous - "_

" _Dangerous? Dangerous! I'll show_ you _dangerous!"_ Animo shrieked before he rubbed the sleeve of his lab coat across his mouth. " _No more wasting words. They weren't enough for those fools I worked with, either. You need a demonstration of my genius! Exoskull!"_

"Exoskull?" Gwen said as she jumped in surprise as the floor under her _shook_ and something big and gray stepped around the pillar. Something so huge that she was sure that it was a part of the room when she saw it before. Something that -

That she'd seen before. The man was huge, with gray skin that hung off of his body in folds and with a horn that looked as big as her arm jutting out of the top of his head. The horn was the only thing different about him. It was the same gray as the rest of him and she could see how it grew out of his head where it was mechanical before, but besides that…

It was the same thing that they'd gone up against twenty years into the future even if it _couldn't_ be! They gave Grandpa the cake! They changed things! They fixed it!

Didn't they?

Her eyes went to Ben and she saw him pulling at Grandpa's hand even as Animo kept ranting, even as he reached out for the thing that Exoskull was cradling in his arms. It was a mad mix of wires and boards and parts of it glowed as Animo flipped a switch and stroked it's side. " _The pets you met before were just some bugs I found here in the park a couple of weeks ago! And my friend here was a rhinoceros trapped in a zoo until I perfected this! It's amazing what exposing them to a few million years of evolution can do! I made them the ultimate versions of themselves!"_ Animo declared before he let out a mad cackling laugh.

Gwen tore her eyes off of her Doofus and glared at the madman inside the room. "That's not how evolution works!" Even mad scientists should know better!

" _I wonder what a few million years will do to you? Maybe you'll become something with a_ conscience _!"_ Animo ranted as he pointed the machine at the man. " _Or just something finally useful?"_

A gun! It was a gun!

" _Its over, Animo!"_ Grandpa shouted as he opened fire and Ben and her charged in, Ben's hand on the watch and hers calling up magic.

And they were too late. Exoskull stepped in front of Grandpa's fire, the plasma not even scorching his skin, while Animo pulled the trigger and the room flashed with a yellow light. Gwen tried to block it, but whatever the machine shot burst right through her half-formed shield and hit the man on the floor right in the chest.

He _changed_ even as they watched. He shrank in his suit and out of his chains and collapsed to the ground. He kicked back and she watched his head grow as his eyes turned pitch black while his hair fell out. He screamed the whole time. He screamed until his mouth changed too, and he couldn't any more.

" _No!_ " Ben shouted as he slammed down on the watch. The room flashed green as he turned into something scarlet and huge that grew two more arms. " _No!"_ Fourarms shouted again as he sprang through the air right for Animo, who was spinning around. It would only take a second for him to aim again.

Ben didn't give him a second. He slammed into the ground even as the madman screamed, " _Tennysons!_ " and hit it with all four of his fists hard enough that Animo bounced off of his feet and the floor cracked under Ben's fists. Animo tumbled to the ground and his gun clattered away from him. Gwen raced for the gun to get it away from Animo before he could use it again. It was only twenty feet. It would only take a second.

They didn't give her a second. Animo scrambled for the gun, too, as he hissed out, " _Don't just stand there, you lummox! Get them_!"

" _You hurt the boss!"_ The huge thing that almost looked like a man shouted, his rumbling through the air as he lowered his head and charged at Fourarms. The thing couldn't fire missiles, but it looked just as lethal/

Gwen felt her heart stop even as she chased after the thing. "Grandpa, get Animo!" She ran as fast as she could, but there wasn't any way she could catch up and she knew Ben, knew that he'd try to out slug the thing instead of -

Fourarms sidestepped Exoskull at the last second and the Rhino man thundered past. Gwen watched as his foot swept out as the mutate did and it caught the man right in the back of his knees hard enough that they gave out and sent the huge thing down with a bang that she felt right through the floor.

Gwen skidded to a stop as she watched it all and her jaw dropped. "You _were_ paying attention to Sensei…"

" _Duh,"_ Fourarms said and he rolled all four eyes even as he settled into a basic kata, his legs spread wide and his left hands leading his right as the Rhino-man bellowed at them both and shoved himself up off of the tile that he'd cracked like glass when he landed and spun around.

" _Fancy. I'll_ smash _fancy!"_ Exoskull shouted as it charged again. Ben tried to sidestep it, Exoskull lunged at the last second and caught Ben hard in the side. Hard enough to send him flying through the air and crashing through the wreck of a workstation.

"Ben!" Gwen screamed, her world going red as her vision tunneled in on Ben. She wanted to run over and check on him even as he pushed himself out of the wreckage. Pulled himself out, but he had an arm wrapped around his chest now and she saw him muttering _something_ like he always did when he got hurt as she spun and charged Exoskull instead even as the thing lumbered around for another charge at Fourarms.

Exoskull didn't even slow down as she jumped on his back. His skin was every bit as rough as it looked on the rhinos that she'd seen in the zoo, and it gave her plenty of handholds to climb up with. It felt every bit as thick, too. Thick enough that she knew that Fourarms might be able to stagger the man with Karate, but she never could. She had to get creative.

And _mean._

_It hurt her Ben._

Exoskull barely even bothered to swat at her as it charged at Ben. As he lowered his head and lined up his horn. He was only ten feet away and picking up speed when Gwen grabbed the thick hair that was growing out of his shoulder and yanked herself up the last foot she needed so she could wrap her left arm around the thing's neck and shove her right hand in front of its eyes.

" _ **Ut incenderent sole**_!" she shouted out, the words echoing in her skull and the light of the noon sun exploded out of her palm.

Exoskull screamed without words as he bucked away from the light. His horn missed Fourarms, but the rest of him didn't and the two collided hard enough that Ben went flying again and she lost her grip around the mutant's neck. She grabbed at him again, her heart pounding and the violet light around her hand burning darker, when he bucked again and sent her flying, too.

She tried to get her legs under her again, tried to roll like she had before, but she didn't have time. She felt her right foot twist under her and pain explode in her hip and shoulder as she hit the floor. She wanted to scream.

She didn't have time. Not as Exoskull spun around and glared at her with red eyes and a burn on his face. "Firefly hurt Exoskull! Exoskull _smash!"_ He bellowed as he charged.

Gwen shrieked out an ancient word as he did and a shield bubbled to life around her. He slammed into it and she saw it _crack_ like the floor had _._ It cracked more as Animo's mutate raised his fists up and pounded them down. She tried to put more mana in, but her head _rang_ with each blow and the cracks spread. The mutant didn't even stop when Grandpa opened fire. He just ignored the plasma fire that blossomed across his chest as he reared back and brought his huge foot up. " _You're going to go splat, girl!"_ he mocked, and his voice sounded like boulders smashing into each other right behind her eyes.

Ben was even louder, " _Get away from her!"_ he shouted, his voice like thunder as he tackled Exoskull. The two went crashing to the floor even as she dropped her shield. She watched them tumble around each other, and she wanted to scream at Ben to remember their training.

He did. Somehow he got behind Exoskull, somehow he stayed out of the way of the horn even as he pulled the man's arms back with two arms while he wrapped two more around the mutate's head to hold him still. He had leverage, but Gwen could see the muscles in all four of his arms flexed and straining as the mutate fought against his hold. " _Just say uncle!"_ Fourarms demanded, and she could hear the worry in his voice.

" _Gonna smash all three of you!"_ Exoskull said, his voice a grunt as he fought against Ben's hold.

" _I'd like to see you - "_ Ben started, then he shouted, " _What are you doing? Get out - !"_

Gwen ignored him and the pain she felt shooting up most of her right side as she limped over. If her head didn't hurt so much she could have done this from where she was sitting, but it did so she had to get closer. Close enough that Exoskull almost got her with his horn as she reached out for his face and gasped, " _Pertubo!"_

And a sphere of violet energy appeared around the mutate's head.

She held it there as the thing laughed at her. She held it there even when he stopped laughing, as his eyes got huge and he started to gasp for air. The thing was a giant and she knew just how big its lungs were and just how little air her sphere had in it. She held the sphere in place as the man bucked against Ben, and kept it there for another minute even after his eyes rolled back into his skull and he went limp.

Then it popped like the bubble it was even as she collapsed and Ben let go. He rolled off of the rhino and threw all four arms wide as he laid there on his back. They laid there for a minute, just gasping for air and staring at each other when Grandpa came running over, " _Are you two okay?"_ he said and she could almost hear how much it hurt him not to shout. He dove into a slide like this was baseball and he stopped right next to her. " _Gwen? Pumpkin?"_ he asked the question as his left arm shot up and she saw the display reflected in his faceplate again. Only this time instead of words she saw the shape of a human body in it and it was green except for her right ankle and hip and shoulder. Those blinked yellow. A part of her wondered why, the rest of her stared until he got up and hurried over to Fourarms as he pulled another of those little wands out of a pouch and waved it over him. " _Ben? Sport, if you don't say_ something _then - then you have to do the laundry for a week!"_

" _No fair,"_ Ben gasped out as he pushed himself up and his bottom two arms hugged his stomach. " _I'm fine, Grandpa. You know that Fourarms is Tonka tou - "_ Then he looked at her and the two eyes on the right side of his face went wide. They were so green, how had she never noticed? A part of her was sure that it was because of the alien's red skin, and another wondered and the rest just wanted to take a nap, so she let her head droop. " _Dweeb?"_ he asked, the deep rumble of the alien's voice went up an octave.

"I'm fine," Gwen gasped out as she wrapped her left arm around herself and she couldn't figure out if her hip or her shoulder hurt worse. "I just need a second."

" _You're not!"_ Ben shouted as he started to push himself up.

" _Ben,"_ Grandpa warned as he put his left hand on Fourarms's shoulder and kept waving the wand around. Grandpa was the biggest man she knew, but his hand looked as tiny on that shoulder as Fourarms had when he was wrestling with Exoskull. Ben stared at it for a second, then he shoved the wand away with one hand as he waved at her with another and pushed himself up with the other two. " _I'm fine! What's_ wrong _with you? Look at Gwen! She's the one who - we need to get her to a hospital!"_

" _She's_ wearing _one, Ben. You're_ not!" Grandpa said as Ben's hands shook and his glare got darker. Until she looked at him. Until she said called his name with a warning in her tone. He didn't lose the glare, but he stayed still until Grandpa shook his head. " _You're lucky that Tetramands are tough, Sport. If you were anyone else… We'll check again after you change back."_

" _Told you,"_ Ben growled. " _What about - "_

Grandpa waved his right hand over his left forearm and he shook his head even as he reached over and squeezed her hand. " _I don't see anything broken, Honey, but you're going to have some dandy bruises tomorrow."_

"Figures," Gwen gasped out a laugh because she had to, because Fourarms looked four seconds away from losing it before she did. "I haven't had any good ones in a while and we don't go back to the dojo for three months!"

" _I'll take pictures,"_ Ben promised as he finally made Fourarms lipless smile and winced as it tugged at the bruise that was building up on the whole left side of his face, " _and finally show everyone that you're just as gross as I say you are."_

"Jerk," she laughed and that turned into a groan as everything started to hurt.

" _Here's something for the pain, Pumpkin,"_ Grandpa said as he touched the display and she felt something hiss against her neck, but it didn't hurt. " _And to help you heal. Just lie still. We're almost done here. Ben, could you?"_ he asked as he reached back and pulled two metal bands as he got up.

Ben made a face as he took the things. " _What about…?"_

" _I need to check on the team,"_ Grandpa said, his voice worried, " _And I don't want him getting up again, do you?"_

Fourarms winced and pushed himself to his feet while Grandpa did the same thing and she couldn't help laughing because they grunted at the same time. Then she reached up and twisted her helmet off because she'd had _enough._

The air was just as stale and cold as it had been downstairs, but it felt so _good_ that she just leaned back and enjoyed it. She saw something flash as Ben put the weird plumber cuffs around Exoskull's wrists and ankles and finally turned the other way and saw Animo already had the same things on his.

"I want extra credit for this one," she groaned as she closed her eyes.

"Nerd," Fourarms's voice rumbled as he walked back to her. "Have we kicked his butt before? He looks..."

Gwen opened her eyes again at that and she saw Fourarms rubbing the top of his bald head with his two right hands as he stared at the mutant rhino. She went quiet for a second before she shook her head and told him the truth, "No."

And it was true. Technically. They didn't, Ben 10,000 did. But that was the future and it could _stay_ there. And so could Ben 10,000 and Gwendolyn. She liked her Ben, not the jerk he turned into. Not that he would now. She wouldn't _let_ him.

"Are you - " he started to ask because he couldn't let _anything_ drop.

Then he did, but only because they heard Grandpa ask, " _Jerry_ _?"_ as he knelt in front of the mutated man. It was the way he said the name... He sounded so shocked and surprised and Grandpa wasn't ever either of those normally

Ben gave her a look before he went running over with all sorts of questions spilling out of his lips. "You know him, Grandpa? Is he another - "

"He's an old friend, Ben," Grandpa said before he could finish. "I just don't know why..." 

It took her a second, but she followed. Her shoulder ached as she pushed herself up, her hip hurt more as when she put her weight on it, but her ankle was the worst. Still, she managed to hobble over even as her hand went to the book that was waiting in it's pocket at her thigh.

Maybe she could find something to change him back. If she couldn't, she was _sure_ that she'd find something that would make Animo do it. There were some spells in the back - ones she _wished_ she never read and never wanted to read again. Bolts of energy that burned and rituals that looked like they would warp Animo the way he warped everything else - but there were others, too. Things that were just a show. Things that would freak out even a man who thought it was a good idea to turn himself green.

Things like the pitch black eyes she saw when the Plumber who got zapped opened his eyes. There wasn't any white left in them at all, and even ten feet away it felt like they were going to suck her in. _Max?_

She saw Grandpa shudder and Ben looked away, but her Doofus bounced back somehow. He even managed a laugh and he looked the man over with all four of his eyes. "You don't even look that bad, dude! I've seen my dweeb look worse the night before a big test!"

She glared at his back and she wanted to smack him good for saying that. She could have given him a hug for the trying, too. But mostly the smacking.

Then she froze as a voice she'd never heard before whispered the words _Max? Colonel?_ and she was sure that she didn't hear it with her ears. It was a whisper to her, but she saw Ben and Grandpa _wince_ and she made herself limp faster.

" _You're okay now, Jerry,"_ Grandpa said as he touched the man on the shoulder. " _Just stay calm. We'll get Animo to fix you up when he comes to. What are you even_ doing _here? I was there when you got your gold watch last year?"_

The plumber shook his head and more words dripped through her head. _Recon..._ _I was… they called me back - I don't… I can hear… What happened?_

"Animo. Next time just say no to one of his parties," Fourarms said, and somehow she could see him grinning even though he had her back to her, too. Then the grin faded and she saw him close his eyes as he touched his head, but somehow he still managed to mutter out, "No one cool goes to them anyway and the games all stink."

Gwen was only five feet away when the world spun and she barely stayed on her feet as the drip turned a waterfall of words in her head. She jammed her eyes closed, but it didn't _matter._ She could still see _everything_ , but it was all wrong. She saw the room, saw Fourarms as he jammed his eyes closed and shoved three hands against his head. She even saw herself behind him. Saw herself bent in half as she pressed her hands against her ears because the words wouldn't _stop._

 _Colonel? Colonel! What's happening?! Who - who - ?!_ That voice rambled on as the room spun back and forth from Grandpa in his suit to Fourarms until she was sure she was going to be _sick_ even though she didn't have a thing in her stomach. Then the world stopped shaking as it froze and shrank down to the disc on his Fourarms's shoulder. A disk that was a green hourglass on a black face. _The Omnitrix?! It's real? But…_ The world blurred up before it settled on Fourarms's paling red face, _But you're not Xylene!_

Gwen shoved her hands over her ears at the words and watched as Ben did the same with all four of his as he crumbled to his knees and somehow managed to gasp out. "Too loud, dude!"

The world blurred again to a faceless gray and black form that was kneeling in front of her, his hand on his side and then she heard a scream, _That's not Xylene, colonel! Who has the Omnitrix? Who's B -_

Then there was a flash of light and it all went away so suddenly it was like someone slammed a door in her face. She bounced back, gasping for air as her eyes flew open, but everything was normal again. Or as normal as it could be with a Rhino and a mad scientist handcuffed on the floor.

"This never happens at Learning Camp," Gwen gasped the words out to herself as she stared at tile floor and tried as hard as she could not to throw up again.

Then she heard Fourarms gasp out a word of his own. "Grandpa?" And her head shot up and she saw Fourarms staring at their Grandpa.

At the pistol in his hand and the motionless man who was tied to the pillar in front of him. "Grandpa?" she asked as her skin went cold.

" _He - "_ Grandpa started, his voice small through the speaker before he dropped the pistol and touched his wrist as he went quiet. He went quiet for so long that she felt her stomach start to knot, and then he nodded at something before he reached up to take off his helmet. It came off with a hiss and he looked so old and tired under it as he stared at the man he'd just -

Grandpa -

Grandpa _wouldn't -_

"The ray must have made him telepathic," Grandpa said, and he sounded just as old as he looked. "And he was panicking. He could have burned out our brains without even realizing it. I had to stun him."

"Stun?" Gwen asked, her voice small as she stared at the man again. He looked so peaceful now, but she thought she saw his chest move.

"Crazy old man," Fourarms laughed as he sagged forward.

Grandpa smiled, or he tried to. "Who are you calling old?" He gave the Plumber one more look before he sank down to the floor and gave them another look. "You two should head back. We're done here."

"We're - ?" Gwen started to ask as she shook her head and tried to _think._

Ben didn't. He just started waving three of his four arms around as he shouted. "Done? What about Animo? And _them?_ We have to - "

"I took care of it, Ben," Grandpa said as he rubbed his face.

"What do you mean that you - " Gwen tried to ask.

Only to get interrupted _again._ "I called in some old friends, Pumpkin. They'll clean up," Grandpa said, and he didn't even look _sorry_. "I'll keep an eye on things here. You should get back to the Rust Bucket before Ben times out." He gave her an exhausted smile as he shook his head. "I'll give you both piggy back rides if I have to, but my back's not up to it tonight. Please?"

She shared a look with the doofus before he rolled all four of his eyes. "If you're sure…"

"I'll be fine, Ben. Animo…" Grandpa said and he gave the crazy scientist a look that was just blank. "This is the end of the line for him. He's not going anywhere. So get. Both of you."

"But - " Gwen tried one more time as dozens of questions raced through her mind as she stared at the four men that they'd just saved and wondered at how Grandpa _knew_ that help was -

Grandpa sagged as he brushed his hand over his left forearm and cut her off with just two words, "Gwen, _please."_

"But - _"_ Gwen tried as something hissed and a yawn that she didn't even know she was fighting back stole away everything else she was going to say. She sank down to the floor as she finally felt all the aches she'd picked up in the last forever. A thousand and one, most of them focused on her right side and they all pulsed with her heartbeat. She tried to count them as she watched Ben untie the Plumbers from the pillar and Grandpa check them over, but she gave up. Then she pressed her hand against her ankle and she tried to call up the mana again, but the light barely flickered around her fingers. She stared at the spot where the aura should have been burning and she saw the softest blue light flicker between her fingers. It wasn't much, it wasn't _right,_ but she grinned at the old color as the world around dimmed her. "I _like_ blue…"

When the next yawn tore through her, it was so big that she didn't even try to hide it.

"Are you - ?" Ben started to ask as he stared at her.

Then Grandpa cut him off with the obvious. "You're both hurt and she's exhausted from all the magic, Ben. Take her home and stay with her. I'll be there in a minute." he said and then he said some more stuff that she half-listened to.

Ben said everything that she knew she should, too, but she felt her head droop into her arms before she could say anything and he just stopped. Then he was kneeling down next to her and about to scoop her up with all four of his arms. "I can't believe that I have to carry your big butt..." he said with a sigh that probably sounded annoyed to anyone else, including her a year ago, but she could hear the tease in his voice and see the gleam in his eyes now even as she yawned again.

Gwen crossed her arms as he slipped his arms around her shoulders and under her knees and nailed him with the best glare she could, which wasn't much of one when she just wanted to close her eyes. Somehow she managed to force out a, "M' butt's not _big,_ Jerk!" even as she slipped into the crook of his top two arms. She even managed to smack him once on the chest. Not that Fourarms noticed it. Not like she did when he slipped his third hand under her and - "Ben!" she squealed and jumped at the pinch, so shocked that she couldn't even glare.

And he just smirked back down at her with eyes that looked way too smug for her liking. "I don't know, it feels pretty big to me," he said, his voice a rumble that went right through her.

Gwen felt her jaw drop before her glare caught up. "You - " she started to say as she poked his chest. Then she felt his hand shift under her again. "Grandpa!" she shouted for help as her brain finally caught up and she tried to swat the big hand away from her as she squirmed in his arms. She smacked him again just to get the point across as she waited for Grandpa to say something, but Ben just smirked all the more as she glared up at him while Grandpa…

Didn't say a word.

The man say anything for so long that they both finally broke their stares and looked over at him. The big man was just sitting there on the floor with his pistol in his lap and a far away look in his eyes as he stared at the green man who was tied up and still out of it on the floor. "Grandpa?" Fourarms finally asked.

Grandpa jumped then. Jumped and blinked as he finally looked at them again and sighed. "Ben, I don't know what you're doing, but…"

And that was it. It was enough. Gwen poked him again and said, "You heard Grandpa. Behave, doofus." Then she yawned hard and that stole away all of her dignity as she sagged against him again. The Larrson in her hated how improper it was almost as much as it did the idea that she need the help to begin with, but right now she _hurt_ from her ankle to her shoulder and it all throbbed right behind her eyes. She _wished_ that whatever painkiller Grandpa had given her would just kick in, but it didn't and she just wanted to sleep.

Someone should have warned her that being a badass ninja sorceress was _exhausting_. Besides, Fourarms was warm like a kitty in the sun and snuggling him felt so good.

Just as long as he didn't make her kick his butt for touching hers again anyway. She grinned at the thought as she snuggled in closer. Close enough that she _felt_ Ben's pained hiss more than she heard it as she pressed against his chest and her eyes flew open again. "Your ribs!" She said and she started to squirm free again. "You're hurt! You can't - "

"Carry you? Please. I could do this all day, even with your big butt," Fourarms said as he shifted her in his arms until the pinched look left his face. "Stop worrying and relax, Dweeb."

"Fine," Gwen murmured as she finally settled. "Be the hero."

"Hero to heroes. That's me," Ben said with a wide grin as he started walking.

"Careful, Ben. You almost called me a - " Gwen said as she smirked up at him even though that name twisted her stomach, or she tried to say before a yawn cut her off and she closed her eyes again. It was hard enough to stay awake even before Ben started walking, and almost impossible when he started to hum something as he went. It was a song that she didn't recognize until he hit the chorus, but when she did her eyes flew wide open and she let out an outraged squawk. Or she tried to, anyway. Just like she tried to smack his chest, but she barely managed to murmur, "I do not! And I don't want to hear about how much you like them!" as she gave him a swat so soft that she didn't even think that he felt it. Not like she did his pinch.

Just the _idea_ made her blush and she should be _furious._ He _pinched_ her _!_ The… the… He...

She didn't know, so she sniffed and turned her face away from him so she didn't have to see his smirk, but it didn't help at all. Especially not when Ben laughed again with a soft chuckle that meant he _won._ It so wasn't fair. Not when she was so tired that she couldn't _think_ and he was so warm and why was he so warm? She didn't remember Fourarms ever feeling like this before when he carried her. It was just him _cheating_ again. She should be so mad at him, not...

 _He_ pinched _her_ butt!

As bad as that was, it was the way he grinned that made her wiggle in his arms as she tried to find something to look at that wasn't _him_ even though her eyelids just kept getting heavier and heavier and he got warmer. She ended up looking over his shoulder as they left the ruined reactor room. Guilt and worry wouldn't let her go until she did, but the four men they saved looked okay now that they weren't tied up anymore. She watched as Grandpa got up and moved right over Animo with his pistol still in his hand. He looked so tired as he stood there and stared down with his shoulders slumped and his face grave that she almost said something. 

Then Ben turned the corner and both men were gone, but it was okay. Grandpa was watching him, Animo wasn't getting away this time. 

"Good," Gwen just barely got the word out as stopped fighting her eyelids and finally let her head sink down because there wasn't anyone else who needed a hero. "G'd day," she mumured.

"The best," Fourarms said as he held her closer. "This summer _rocks."_

Gwen just smiled and nodded at that as his body heat stole away the last of her strength. She knew that she should stay awake just in case, but she pressed her ear against his chest instead and drifted off to the sound of his hearts beating.

\- o - o - o - o - o -

**Erico Omake**

Omnitrix Log, Day 368

"What...what kind of...this is clearly not a naturally occurring organism, or even an anticipated mutation of one. Studying the genome for answers will cost me valuable hours, but if I can discover how it was made then…

Unless…

No, none of the anti-tampering alarms have gone off this time, so the human child isn't attacking my greatest invention with a rock again. This isn't just another glitch in the matrix, this is... What is happening on that planet? And more importantly, do I even want to know?


	13. Voices Calling

**Chapter Thirteen: Voice Calling**

_Inside the Rustbucket_

_On a Lonely Road in Nevada_

_10:05 am, May 29, 1999_

it was the voices that woke her up.

" _\- nest located and eliminated, Avalon. Returning to base - "_

They were talking just a little bit too loud for them to fade away as white noise and too soft for her to just listen to, but if it was just one or two then Gwen might have still just ignored them and gone back to sleep.

It wasn't.

"- _repeat, Recon Alpha-Gamma 3 - "_

" - _Malta One reporting in. The gate is closed and all conditions green -_

There were dozens and they all washed over her in little snippets of conversation. Some of the voices stayed while the rest came and went. There were more men than women, even if it was usually the women who stayed, and all of them sounded different. Some of them like they just walked off of TV, while the rest sounded almost musical even if those were the ones that came with an ache behind her eyes and the oddest whiffs of things like fish and onions and tea that told her that she was still more asleep than awake. She tried to make up that difference, but the voices wouldn't _stop_.

" - _have an active Carol-Anne here. Containment in progress - "_

Maybe if what they said made any sense, she would have been able to ignore them, but they didn't and she couldn't. She kept drifting back to them even as she breathed in the bitter smell of Grandpa's coffee and listened as the rumble of the generator and the air conditioner competed with the muted not-snores coming from the bunk above her and the chainsaw up front.

Gwen just wanted to soak up all the things that she'd missed, all the things that meant that she was _home_ , but the voices wouldn't _shut up._

"Gr'ndpa! Turn it down!" Gwen groaned as she pulled her pillow over her head, but it barely cut down on the noise and Grandpa wasn't listening. He must've fallen asleep on the remote again and that was why the channels kept changing and why he didn't care that he was driving her _crazy._

She could just get up and turn off the TV herself _._ She knew that she _should,_ but she grinned anyway because she was a witch and she was ready for this. She'd been practicing for months now - and doing more than practicing whenever they went out heroing because Ben so didn't do quiet _-_ and she had the Silencing Charm _down._

It wasn't permanent. It wasn't even really a charm and that was probably why it worked for her when none of the real ones did, but it would do until Grandpa woke up. The best part was that she didn't even have to get out of bed to cast it.

Which was so good, because she was on _vacation._

She could have just cast it on her blanket if she wasn't already _this_ close to getting all sweaty and gross under the thing as it was and pulling it over her head would have been a nightmare. Still, that meant that she needed to do the one thing she didn't want to. She had to open her eyes. Her groan filled the back of the Rust Bucket as she rolled over, she was sure of that, but she did it anyway because she was _responsible_ and she didn't shoot spells off blind.

Not again, anyway.

If she was lucky, no one would _ever_ touch her Einstein poster or see the dent in the wall behind it, which so wasn't her fault! What did the doofus _think_ she'd do when woke up and saw...

Saw…

"Furry Freddy?" Gwen croaked out as she blinked at the old teddy bear that was sharing her pillow with her. She slipped a hand out from under her blanket and brushed her fingers over his fur just so she knew he was real. He felt just as soft and fuzzy as she remembered. Gwen couldn't help her coo as she grinned at him and asked, "What are you doing here?"

The old teddy bear stared right back with his one button eye, but he didn't say anything. Not that she really thought he would. Not that him talking would be the strangest thing that ever happened in her life, or that she didn't have a dozen spells ready just in case because she _knew_ her horror movies and her life kept looking like them way too often for her to _not_.

Not when she kept having dreams about the bear dancing in the sky, and someone laughing with her under blue and green stars.

But the teddy bear didn't do anything as she pulled him close but get snuggled. He was so much smaller than she remembered, even smaller than he'd been last year when she'd thought that for the first time, but he still fit right in her arms. "Did you fall out of bed again?" she whispered to him.

Gwen looked up at the bunk over her head and bit her lip as the bear just kept on staring because that didn't _work._ She'd found the bear on the floor a half dozen times last year, and she laughed each and every time because Ben always freaked out _,_ but Freddy never landed in her bed. Not when the top bunk was just the same size as hers. It was _impossible._

Unless…

"Ben?" Gwen whispered as she stared at the dent in the bunk above her and stroked the bear's back with her thumb. She'd teased him _so much_ for bringing a teddy bear last year and she couldn't believe that he'd done it again. It wasn't like she needed more proof that he was a _doofus._ She knew that she should tease him about it, that she should tease him so bad until he did her chores again for a couple of days _._

Last summer she didn't even think about it.

Now she just chewed her bottom lip as she curled up tighter around the teddy bear. Furry Freddy was almost as much a part of the doofus as the Watch was and he'd had the stuffed animal for a _lot_ longer. Long enough that it used to be a part of all their sleepovers when they were little. "You were always so cute," she whispered to the bear as she remembered bits of all the games that they used to play, and all the ways she dressed the bear up even as Ben glared at her.

She kissed the bear again, and that was why she felt the rough stitches around the bear's right ear. She knew that there would be more around his right arm, too, if she would just feel for them, but she didn't. "Doofus," she murmured, angry and not all at the same time.

"If he'd just left Marie alone..." Gwen muttered into the bear's forehead as she sniffed, but Ben hadn't and when she saw her Scientist Barbie go into the campfire…

Well, Furry Freddy didn't get the worst of it after that and Ben gave just as good as he got, but still…

"Sorry, Freddy," Gwen whispered the words she should have said last year as she pressed a kiss into the top of the bear's head and stared up at the bunk above her again. "I'm glad that Aunt Sandra managed to fix you after all." She was almost as glad that Ben was willing to share him again, even if she didn't know _why._

But she was still smiling as she curled up around the bear again anyway. Between Furry Freddy and Ben's soft breathing she shouldn't have stood a chance, but the voices wouldn't play fair.

" _-egative, Recon Beta-Foxtrot 3. New mission incoming. Merlin says that you don't get to take a break yet, so get off your lazy butt and - "_

The voices were just annoying before, but now they made Gwen wince and forced another groan out of her. The woman's voice wasn't anything like her mother's, but the tone…

The laugh and the warning all mixed together…

The woman said more after that, but Gwen didn't hear a _word._ She didn't need to, she knew them _all;_ how ladies didn't stay in bed all day - even if it was summer - not when she'd gone to bed without getting a shower or using any of her lotions or even brushing her teeth and she wasn't an _animal._ "Animals _eat,_ Gwendolyn," Gwen muttered into her pillow, her throat tight as she tried to copy the tone she'd heard so many times even as her stomach let out a little rumble that reminded her that she _hadn't._ Not anything that stayed down anyway. Not since lunch yesterday. "And I thought you had plans, Lazy Butt…"

It wasn't _fair._ Gwen said even as she made a little face because she could smell her breath against the pillow. "Vacation," Gwen said with a little whine that didn't do a thing but make the image of her mom sighing all the more vivid in her head as she rolled over and tried to block it all out with her pillow again.

It almost worked. It blocked out everything but the noise that the doofus was making as he snored on without a care in the world, the _jerk._

The jerk who already promised that he'd keep practicing karate with her all this summer instead of just sitting there and making fun of her for it like he did last. He'd almost looked excited about it, too, the last time they'd gone to get smoothies and they'd just talked all about the summer. Her ears were still ringing from those gunshots as they watched the police surround the smoothie stand and pull the two jerks they'd caught away, but even if she couldn't hear a thing she still would have seen the grin on Fourarms's face as he dropped into first kata next to her.

Gwen wished that he looked as excited about her trying to follow in the journal writer's footsteps instead of just glaring at the book, but if she was going to listen like that she'd have to do it before anyone else got up. Which meant…

"I get it, Mom," Gwen muttered and the memory faded just a little as she stretched like a cat. Then her body betrayed her with a yawn as she tried to get up and her eyes drifted closed instead. She didn't know how long she'd been asleep, but it wasn't enough. Not after -

Her mind was on everything but her right ankle until she tried to stand on it. After that, her ankle was all she could think of as it throbbed and she dropped butt first back onto her bunk.

Somehow Ben slept through her falling back on her bunk because he didn't miss a snore as she swallowed her gasp and all of the cursed words that she'd learned in gymnastics or Karate or heroing and not from her spellbook. Ladies didn't do that, and neither did she. Much. Not even as she wrapped her hands around her ankle and the wrap that someone put around it.

The pain faded just a little as she made the air around her hands burn pink around her ankle. Then she forgot all about it as a man who was breathing too hard and too fast gasped into the air, " _\- contained, Avalon, but we have wounded here!"_

It wasn't the words, it was the little gasps that the man was making that made Gwen sit up straight and look around as her own heart thudded in her chest. She _finally_ woke up when she saw the two gray suits sitting crumpled up on the floor in the corner with their helmets sitting on top and last night came flooding back.

"Ben!" Gwen's heart caught as she remembered that he'd been hurt, too. As she remembered the bruise that took up half of Fourarms's face and the way he'd been holding his ribs even as he carried her out of that base. She thought she'd see the same thing now, see the same black eye he'd gotten weeks ago, but it would be so much worse now.

It was so bad then. So bad that she saw _red_ when he finally told her what Cash did and her hands still curled up into fists when she thought about it, but that wasn't anything compared to the monster of a rhino that they'd fought.

That Ben _tackled_ just because he _had_ to be a hero and save her after she'd saved him. She'd seen red when he told her about Cash, but her breath just caught now as she remembered the crunch that the thing's fist had made against Fourarms's face. It didn't feel like she'd ever breath again as she spun around and got up on her tiptoes even though her right ankle was still screaming at her because she needed to see…

The doofus didn't have a mark on him.

Ben had the covers kicked down to his knees and his face half-smooshed against his pillow, but she could still see enough of it that she knew he wasn't hurt.

Gwen let out a little relieved giggle as she let her forehead drop against his bunk and the mana fade from her hands. It felt like she stayed there forever, but she was looking up again before he even started his next snore, and her eyes went right to his left arm, which he had wrapped over the top of his head and the pillow both, and the alien device that was a part of it. "And you call _me_ lucky," she murmured into the hard bunk.

Her magic was so much cooler than his watch even if he'd _never_ admit it - and if she told herself that enough she might just believe it, too - but it didn't heal her. Not like the watch did every time he got hurt while he was going hero and it timed out.

Sometimes Gwen wondered what it would have been like if she'd found the watch instead, but not now.

Now she just let the corners of her mouth twitch up because he looked so cute lying there. She didn't even think about it when she saw his fingers twitch against his dark brown hair and push some of it into his eyes. She just reached out and -

And yanked her hand back like he was the bonfire that she felt burning in her cheeks just as her fingertips brushed his hair. "What is _wrong_ with you?" she hissed at herself as she dropped back down to her bunk and grabbed for her blanket. _Cute?_ She tried to shake the thought out of her head and all she got was a mouthful of red hair for her trouble.

At least it hid her mortification. _Cute?_ The _Doofus_? Did she hit her _head_ when she hurt her ankle last night, too? Did she have a concussion? "I'm going to be stupid!" She whimpered in horror as she reached up so she could find the crack that she was sure that her skull had, but nothing hurt.

Not with her anyway.

She _knew_ what was wrong with _him_ when she heard Ben make a noise deep in his throat that sent her heart straight up into hers and the rest of her back onto her tiptoes. "I didn't do - !" she started, the words sounding hysterical even to her and she didn't _care._

Not when she _knew_ he was going to be so much worse. That he'd be freaking and _right_ and she hated it when - when -

Then he let out another whimper and she saw him wince and curl up into a tighter ball right in front of her. "Come on. Don't do the drama, I just - I didn't _mean_ to - " she got out before she realized his eyes weren't even open. That he was squeezing them tighter shut as he made that noise again and shook his head. "Ben?"

She figured it out just as he started kicking at his covers. She should have done it sooner. She'd woken herself up doing the same thing. "It's just a dream! It's okay!" Gwen whispered the same words she'd heard her daddy telling her one night right after they got back and they didn't help the doofus any better than they did her. He just kicked at the bed like there was something there besides the blanket tangled around his ankles as he made another gasping sound that cut right through her.

"Ben!" she shouted at him because she didn't know what else she could do as she bounced on her toes. "Grand - " she started, the name on her lips as she dropped down on the flats of her feet and got ready to spin around and _run._ That was when she saw the bear still on her bunk and _remembered._

She grabbed up the bear now and did the same thing that he'd done for her when they were little and she had a nightmare at his house. She all but shoved Furry Freddy into his arms. "Ben! Ben, here!" she gasped out as she did it even as he kicked himself against the back window and reached blindly for the alien device on his left wrist.

He almost reached the cold alien metal of the Omnitrix when he found the bear instead. She was sure that she woke him up as he grabbed the bear curled up around it, but he never opened his eyes. Not even for a second. He just squeezed his teddy bear against his chest and shuddered.

"You still got the magic, Freddy," Gwen whispered to them both as she tried to smile, but the doofus didn't relax. Not even for a second, even if he did stop kicking. She thought about doing the _other_ thing that Ben always used to do when she had a nightmare, but he was a _doofus_ and it was just a nightmare and it was wrong and sick and gross and they weren't _babies_ anymore. She couldn't just…

And he hated it when she touched him anyway. He barely let her lean on him. It didn't matter how scared or sad he looked right now. If she tried…

That was the only reason that she didn't shake him awake. She _knew_ that the boy would freak out even worse than he did when she teased him with a kiss on the cheek. That freak out was why it was her favorite tease. Especially lately, now that he was acting so weird around her. God, he'd probably _wish_ for the nightmare if he woke up with her touching his arm, much less…

She could almost hear his scream if he woke up while she was giving him a hug. It would sound just like the ones he made when she kissed his cheek - which she understood. Or maybe he'd just start squirming away like he always did when she got too close for too long - which she so didn't.

Unless...

"Am I _really_ that gross?" Gwen whispered to him  as her voice shook.  She let her head drop and shoved the back of her hand against her eyes just in case. She knew she hadn't taken a shower last night, but he'd gone _days_ without one and - And It was bad enough that she'd finally said it out loud, even if he was asleep. She _never_ would have if he'd been awake. She wouldn't have even let herself _think_ it if he was.

He always used to hug her when they were little. Gwen missed it so much after he turned into a jerk and stopped, but he was finally turning the doofus dial down to an eight instead of keeping it cranked up to eleven all the time and it was so nice. They were even friends again.

Maybe.

Almost. He let her tutor him when he needed it and he even seemed to listen sometimes. They practiced karate together and heroed, but they didn't just hang out. They talked when their parents were being crazy, but getting him to talk about anything else was like pulling teeth. He always made her laugh and feel better and no one could make him blush like she could, but...

She just wished…

She didn't know.

Gwen _knew_ that he was still probably her best friend, which was sad _beyond_ words and made everything that Marci said yesterday an even meaner joke, and it _hurt_ when he let out another whimper and wished that she could just climb into his bunk and hug him until the nightmare stopped like she used to, but that didn't mean...

The RV was so quiet now that she jumped as the television changed the channel again like it had been all along and a woman's voice came on. Gwen missed the first few words before she realized that she _knew_ this voice and her head shot up.

" _\- peat, this is Avalon, Whiskey Foxtrot, report,"_ the same woman she'd heard last night said, only she sounded _exhausted_ now. Exhausted and confused.

Grandpa wasn't listening to the TV, he was…

Those four men that they saved… The woman had been talking to one of them, Gwen was sure of it. And they'd been wearing suits just like the one she saw tossed in the corner of the room, the one she barely remembered Grandpa waking her up and helping her out of. The ones he said were Plumber's gear last summer when he took them out of Rushmore.

The Plumbers he said didn't exist any more.

Those four men…

"No," Gwen whispered as she shook her head, the word sounded desperate even to her. "They _can't_ be. Grandpa wouldn't - "

He would. He had before. He lied over and over again last summer. About the Omnitrix and Vilgax and the Plumbers and who he really was. "He _had_ to," she tried to tell herself just to make her brain _shut up._ It wouldn't. "He told us _everything._ After the first time Vilgax came after Ben and Phil, he told us…" The words died in her mouth.

Didn't he?

"He knows _best,"_ she tried as she stared down at the floor and tried to think and just ended up staring at her ankle.

The strange bandage that was wrapped tight around it anyway. It looked just like the bandages she'd seen in gymnastics or karate, but she'd felt… something in the fabric when she'd been trying to heal her ankle with mana. Something that almost felt like tiny wires running through it. Whatever it was, it was helping just as much as the magic. It hurt when she put her weight on it, but it wasn't anything like when she landed wrong in gymnastics last year. Her foot looked like a football the next day and she needed crutches for a _week_ after that and yesterday's fall was _worse._

But it didn't look like it. Not when her ankle was just puffy instead of swollen. Like it was already mostly healed, but that was _impossible._ They'd gone through dozens of them last year, but there were always more just like how the first aid kit that he kept under the passenger seat never seemed to get any emptier. Almost like...

Her hands pulled at her shirt and her shorts and she saw more impossible things. The bruises on her hip and shoulder were huge and ugly, but they were already fading to a disgusting yellow even though they should have been just turning black and blue and she couldn't...

Then her hand went to the spot on her neck where she'd felt the suit blow something cold and wet against it after Grandpa pushed a button on his. Without asking her. Without even telling her what he was doing until he was done.

" _\- going to be another long day. All team leads are authorized to dispense Ketracel until further - "_

Just like before, when he didn't tell them a thing until he _had_ to.

"He's _Grandpa,"_ Gwen whispered the obvious to herself as she stood there with her weight on her left foot and the words felt so heavy in her mouth. Muttering was one thing, but… but he was Grandpa! She couldn't go up there and yell until he explained. It wasn't he was Ben or -

She looked up at that. Her eyes went right back to her doofus as he laid there with a teddy bear in his arms. He was still, but he didn't relax. His face was still twisted like he was in pain.

Like it was last night, when that poor mutated man had been yelling into all of their brains. He'd been just as close, and Gwen saw it all like she was the one doing it through that man's eyes.

She knew better, but it still felt like she was the one hurting her doofus.

She felt a hot tear come from out of nowhere and slip down her cheek and it felt like it burned the whole way. That man thought Xylene had the Omnitrix. He _hurt_ Ben because he didn't know…

Why didn't he?

Gwen wiped the tear away because she wasn't that kind of girl who cried over nothing like some of the ones she went to school with did. Her mom taught her better than _that._ So did Ben. She thanked God that he didn't see her right then. She'd never hear the end of it. She watched him sleep for another minute just to watch Furry Freddy at work again and wished that she could just stay, but she couldn't. She had to _know._ She wanted to wake Ben up, but… but it was Grandpa. She loved her Grandpa. She loved him more than anything.

But Ben loved him more.

Gwen knew that. She always knew that. Ben didn't talk about _anyone_ like he did their Grandpa. He didn't even talk about the Omnitrix like he did Grandpa. She wanted Ben at her back for this because they were so much better together, but he wouldn't be.

Not when he wanted to grow up to be just like Grandpa. He always had, even before the Watch or the Plumbers or any of this and he never hid it.

That's why he was the favorite.

"I can live with being second best," she said to herself, the words soft and a lie as she spun around on her good ankle and started marching. She loved her Grandpa, but not enough. Not enough to keep quiet. Not if it meant that her doofus got hurt.

That thought made her turn and sent her marching through the curtain, She made it a step past the bathroom and her resolve never faltered, but her hands were wrapped tight together and over her heart before she reached the fridge. Would Grandpa hate her just for asking? He never had before, not even when she spent hours peppering him with questions about stuff, but this was…

He didn't _talk_ about this. Her daddy and her uncle didn't even _know._ She didn't even think that her grandmother knew. Would he get mad?

Or would he just sigh and look at her like she was being the biggest pest in the world like her mom sometimes did and tell her that he knew best like she _always_ did? Gwen didn't know.

She _had_ to know.

Her steps didn't slow down until she walked past the fridge and finally saw his fold out bed. It was bigger than their bunks, but not by much. Sometimes she wondered how the thing could even hold a man as big as her Grandpa, but she never dared to ask.

It was empty now.

"- _firmed, Avalon. I'm declaring a Roanoke here. Moving on to the next objective - "_

She jumped at the man's voice even as her eyes flew across the empty bed even as she heard Grandpa's snore. The covers were there, but they were wrong. They weren't pulled up or kicked to the side so he could get out of bed like they usually were in the morning. They were bunched up at the bottom just like they were last night when…

When she'd been sitting there with him and trying so hard to understand how he could take Marci's side over hers. She could still see where she'd been sitting when the alarm went off and Hero Time took over.

Her eyes flew to the front of the Rustbucket and the radio that was playing there. And the white hair that was just peeking out over the headrest of the driver's seat. "Grandpa!" she called out, forgetting all being angry or the pain in her ankle as she rushed forward and up the two steps. The big man didn't even flinch as he sat there with his head down and snored away with only the seatbelt holding him up.

As he sat there still in his Plumber's suit with the helmet tucked on the floor by his feet next to a huge travelers mug and his pistols holstered on his hips instead of locked up like they always were. "Grandpa!" she called out again as she grabbed his arm with both of hers and shook.

She expected him to ease awake and give her a sleepy grin. Maybe even muss up her hair with his hand like he sometimes did. He jerked awake instead, his bloodshot eyes wild as his hands went for the pistols at his side. "GRANDPA!" she shouted again as she bounced away with her heart in her chest and old words on her tongue.

He blinked hard again and again as he finally saw her just before she could call up a shield between them. "Pumpkin?" he rasped out before he shoved the heels of his hands against his eyes. "Gwen, honey, don't _do_ that! I thought…"

"Were… were you having a nightmare, too?" Gwen asked and she laughed like it was a joke.

"No, I…" he shook his head again and blinked before his eyes softened. "Did you…? Is that why you're up, Pumpkin? Do you want to talk about it?"

"No," she said and she shook her head with her eyes still on the pistols at his side. "I didn't. Not last night, but Ben…" she said and the words died off because it seemed _wrong_ to tell. It didn't matter. Grandpa's hand immediately went to his seatbelt anyway. "He's okay, now. I gave him back Furry Freddy."

"Him and that bear," Grandpa said as he relaxed and shook his head. If she didn't know the man as good as she did, she never would have seen the guilt well up in his eyes before he blinked it away.

If she knew the man at all.

She wanted to sit and think and get her weight off her ankle because it was finally starting to ache again, but she couldn't. She was almost taller than her Grandpa when he was sitting and this was already so hard that she couldn't give that up. It was silly, but it was all she had unless she pulled out her spellbook.

He was _Grandpa._ She couldn't.

But she could lean back against the seat and cross her arms like Lauren Spade always did. She could pretend that she was the Cat's Meow instead of Lucky Girl and be super-intimidating. She could look more intimidating if she was wearing _anything_ else, but if she could pull this off in her black shorts and yellow butterfly-print tank top then she'd earned her strut later. She tried to make her voice as gravely as Ben did when he was questioning bad guys, but she couldn't match Fourarms or Diamondhead rumble as she growled, "Why are you still in your suit?"

Grandpa yawned and blinked at her. "Are you okay, Pumpkin? I have some honey in the back if your throat hurts."

"I'm fine," Gwen muttered as she let the growl go. So _stupid._ Then she took a deep breath and squeezed her hands into fists. She couldn't match Fourarms's growl, but none of Ben's aliens could touch her scowl. "Why are you still in your Plumber's suit, Grandpa?"

"I…" Grandpa started to say as his hands went back to his eyes. "We have places to be, Gwen."

"Places?" she asked, the word hollow, and she shook her head. "What places? We're camp- " she started to say and she waved her hand at the windshield.

Then her hand and her mouth both froze.

The blinds were up everywhere else, and when she saw Grandpa hunched over like that nothing else mattered, so she never noticed until now that the forest was gone. The green was gone. The only thing outside was a broken land covered in sand and the rough bushes that could hold on in a…

"That's…" Gwen's mouth wouldn't make the word on her first try. It didn't make it on her second try either as she stared at the empty road that ran alongside them and disappeared in the hills ahead. She blinked and rubbed her eyes and the words finally came out when none of it went away. "We're in the desert! Why…?"

"Staying anywhere near Animo's pets seemed like a bad idea and I figured that the two of you have had enough of California for a while," Grandpa said with a shrug like it was nothing. "All the real adventure is out here anyway."

"It's… where?" she asked and every word got harder to say.

Grandpa looked out of the windshield and blinked. "About fifty miles from Reno, I think. I was trying to make it before I…" he gave the thermos another look and shook his head. "I ran out of coffee first."

"That's…" she tried to figure it out and she just couldn't. "That's _hours!_ Why didn't you get _changed?!"_

"The suit's more comfortable than it looks, Pumpkin," he said with a shrug even as he squirmed just a little like it was giving him an itch somewhere he couldn't reach. Or shouldn't.

It didn't matter. Even if it wasn't giving him a rash she'd worn the suit, too, and she knew just how much of a lie that was. "Why?"

"I wasn't tired," Grandpa said. "And you were out before I even got back and Ben was barely any better. I had to shake you for five minutes just to wake you up enough to get you out of your own. I wasn't going to wake you up again just to ask."

And it sounded so, so good. All of it. It _always_ did. Good enough that she didn't know what to say.

The radio did, even if the words were still gibberish. " _Code Yellow confirmed, Recon Beta-Foxtrot. Good hunting."_

They both jumped at the noise and turned as the world map flashed over the windshield again. This time it didn't zoom in, it just stayed there as dozens of little lights flashed to life over it. Most of them were green, including the one in Redwood National Park and that was the only one anywhere near them. The rest were scattered everywhere. One was as far north as you could go and still be on land and another in Florida. The rest were scattered over the rest of the world, including in the ocean and a yellow one down in Antarctica.

She was taking it all in when a new yellow light flashed to life in Europe, right over Greece. One of a half dozen that shined like stars that were all clustered in a country that she'd heard so much about in the news and that they'd talked about in class just yesterday. "Grandpa?"

And then it all went away in a flash and she was staring at the desert again. "Grandpa!" she shouted as she spun back and saw him pulling his hand back from a switch on the dashboard.

''Let it go, Gwen," was all that he said and when she spun back to face him he suddenly looked like he hadn't slept in weeks as he leaned back. "They were just some people who needed help. That's all."

He looked so tired and a part of her said that she could wait until he got some sleep, or got out of that suit anyway. She shoved that part away. She had to. She would never ask what she had to if she didn't. "Are they Plumbers?"

Somehow Grandpa's eyes looked even more bloodshot when he opened them again and gave her a look. "There aren't any Plumbers anymore, Gwen. Let it go."

"Those four men we saved," Gwen said and she could hear her voice getting louder as her hands curled up. "They wore suits just like ours and you said - "

"You're right, Pumpkin," Grandpa cut her off with a sigh. Then he stood up and he started to unzip the suit as he turned and walked away. "I should have gotten changed hours ago. I'm going to have to hose this thing out tomorrow"

She felt her mouth drop and she just stared at his back as he moved to the kitchen counter before the shock wore off. Then she got mad and chased after him. She caught up as grabbed his arm just as he stopped and pushed a hidden button and an equally hidden drawer sprang open under the kitchen counter. "You said that they were Plumber suits!"

He put the pistols into the drawer and yawned as he hit the button again and the drawer slid back. "They were ten years ago. Someone else must have - "

"Don't!" She shouted at him and she stomped her bare foot. She should have stomped it on his, not on the worn carpet. The Rustbucket didn't even notice. She wasn't sure if he would either.

Or maybe he would. His shoulders sagged as he looked at her again. She didn't know what he was looking for, but his dark brown eyes didn't find it and she felt so small as he shook his head. "I don't know what to tell you, Pumpkin. I was just as surprised as you when we saw - "

"Don't _lie,"_ she begged him as she caught his arm again and squeezed. He was so much bigger and some part of her knew that he could shake her off without even really trying and she couldn't do a thing about it that wouldn't hurt him.

She was already hurting him. She could tell just by the way he wouldn't look at her.

And he was hurting her. And it didn't matter. Not as much as it did that he was hurting _Ben._ "Why did that man think that Xylene had the Omnitrix? Why - " _Why did you really shoot him when he started to ask about Ben?_ Was what she wanted to ask, what she tried to, but she choked on every word after the but. It was set on stun, but…

Grandpa _said_ it was set on stun…

No. She couldn't think _that._ Grandpa wouldn't. Not for anything. Not for a _question._

Would he?

She saw the shock well up in his eyes. "He's okay, Gwen. I promise." She heard the hurt in his voice and it drove her eyes to the floor.

Gwen felt sick for even wondering, sick enough that she couldn't ask any of the other questions she had, and Grandpa sighed before she could get her mouth working again.

"I knew you'd understand," Grandpa said as he let out a yawn and kissed her forehead. He looked down at the powder blue pajamas he was wearing under the suit and shook his head at the sweat stains under his arms. "Go back to bed, Pumpkin. I think it'll be a lazy summer." And with that he climbed into his own bunk. He was under the covers and snoring again before she could get her heart back under control and she stood there for a long minute after and she spent it staring at him and at the doofus and her empty bunk as she tried to decide.

She was so tired and her ankle _hurt_ and - and - and -

And she gave her doofus one more look before she turned her back on them all and made her way back up front. She sank into the passenger seat and waited ten more minutes to make sure that Grandpa was really out of it before she reached for the radio and turned it back on.

And she nearly jumped out of her skin when salsa music blared out instead. Her hand shot out for the power button and she spun around and got up on her knees, sure that her Grandpa would be awake, that he'd _know_ what she was trying to do and…

And she didn't know. He was _Grandpa._ They could get on his nerves, but he didn't get _mad._ Would this…?

It didn't. Grandpa didn't even twitch. Still, it took her ten more minutes before she tried again and this time she turned the volume almost all the way down before she did and this time she was ready for the salsa music. This time her hand went to the tuner because Grandpa must have bumped it and that was why the voices weren't there.

It wasn't. She went from one end of the band to the other and she couldn't find them again. She just got static and music until she froze as a woman's voice filled the air. The wrong woman. She knew this woman the second she heard her British accent because her mom always had her on in the car. " - coalition _forces are still massing on the border following the coup in Belgrade last week. The new government, the so-called Balkan Liberation Front, continues to announce that they will make their country into a graveyard of empires if the joint American-Russian forces cross the border when the deadline ends in twelve hours. They also deny all reports of abandoned villages in the countryside despite the video that was smuggled out last -_

Gwen leaned forward in her seat as she listened, as she remembered all those yellow lights, and she felt sick and sure even as she wondered -

"Please tell me you're not really doing _homework."_

Gwen screamed at the words. She couldn't help it. Then she turned around and smacked the boy who was lurking just behind her seat for scaring her and for smirking over it. "Ben! Doofus! Don't _do_ that!"

"We've been out of school for _one day._ I know you're addicted to grades, but come on!"

"I am not!"

Not that the doofus was _listening_. His smirk got bigger as he said, "You just earned your A+ in Dweeb already. So relax. It's summer."

"Jerk," she muttered as she sat back down, crossed her legs and started kicking her foot because he almost caught her and he was being a total doofus teasing her like that."I thought you were asleep."

"I was," Ben said and she heard him yawn long and hard and felt the seat shift under her as he sagged against it. "Then the chainsaw under my bunk stopped and I - "

"I don't snore!" she snapped at him as she spun away and crossed her arms, too,

"Sure you don't, Dweeb." he laughed and she sniffed. Then she shivered as she felt just brush against her hair as he called out in a sing song voice, "I'm not touching you…" She wanted to bounce away from his touch, but she _knew_ that was just what he wanted and that he'd laugh the second she did, so she sat up a little bit straighter instead even as she bit back a grin. She can't be _that_ gross if he was poking at her like this. His fingers froze for a second before he found a lock of her hair and tugged as he added, "Besides, I had to make sure that you weren't going Hero without me."

"I wouldn't!" Gwen hissed in surprise at the words and the hair pull. She would have shouted it if Grandpa wasn't trying to sleep five feet behind Ben, but her glares were just as good as a scream, so she tilted her head back and gave Ben her best one. "I'm not _you."_

"Hey! I get you every time!" Ben said and his eyes went wide with surprise as he bounced up from the back of her seat. Then he settled back down with his head against the headrest. Her _stupid_ brain almost thought he looked cute again as he closed his eyes and then he ruined it all by opening his mouth. She braced herself for the next insult, and then he spoiled it all by muttering, "It's no fun without you anyway."

She _hated_ it when he said things like that. Things that made her want to grin when they were fighting. Jerk. Especially when he was right. She dropped her eyes and squirmed for a good while before she muttered. "I know you do." He went so quiet that she thought that he'd actually fallen asleep standing up. She tilted her head back up and saw him staring down at her with worried eyes, and then his hand was on her forehead. "What are you doing?!" She shouted and slapped his hand away as her as her heart raced.

"Seeing if you're sick," Ben said, his grin back. "You just admitted you were wrong."

"I can admit when I'm wrong! It just doesn't happen very often," Gwen sniffed. "And what's with you playing doctor?"

"I just don't want you sneezing all over my stuff," he said and then he shivered and shoved off of the seat with real terror in his eyes as her words sank in. "And I am not! We're so not doing that again! Ever!"

She couldn't help laughing at him and the memory, or pouting after. "But you were _such_ a good patient!"

"You put a whole box of band-aids on me! It took Mom _days_ to get them all off!" He whimpered. He actually whimpered as he gave her a dark look as he collapsed into the driver's seat. "It's been seven years and I still have nightmares…"

She should have laughed. She should have gone in with the next part of the joke, about how his doofusness must be terminal if _that_ couldn't cure it, but she couldn't. Not after his last word. She shuddered and stared at him for so long as she tried to decide and she hated herself for letting him distract her like that. She didn't even know how he did it, how he cut through the worry and had her fighting a grin and arguing right back, but he did it every time.

But now she had to worry. Now she had to decide.

And she couldn't.

His smile faded as she stared until he squirmed and looked away. "Quit it. I don't care _how_ sad you look. We're not…" then it was his turn to go quiet as he looked out the windshield. "How long was I asleep?"

Tell him, a voice inside her said. Tell him everything. Between the two of them they could figure out _everything_ before Grandpa even woke up. "A few hours."

Ben groaned at that, but he didn't take his eyes off of the desert just outside. "Where are we? Did Grandpa go drive crazy again?"

Tell him and he'd… "Yeah. Grandpa said we were close to Reno," she muttered as she dropped her eyes.

"Score!" Ben shouted.

"Ben! Grandpa's sleeping!"

"Please," Ben snorted with barely a glance at the bed behind them. "It's _Grandpa._ I could rock out on my guitar right now and the only thing he'd do is groove in his sleep." He looked at her as if he was waiting for her to admit she was wrong _twice._ Like that would _ever_ happen. Then he got _that_ grin. The one he only got when he had the _very_ worst ideas. Ideas like sneaking into a game demo or reaching for the keys still in the ignition.

"Ben!" Gwen shouted and this time she hoped Grandpa would wake up. She shoved herself out of her seat and stared at him as he grabbed the steering wheel. "What are you - No! Don't even think it!"

"Why not?" Ben said right back as his smile got even bigger. "Grandpa will be thrilled when he wakes up and we'll be in Reno! This is the best idea ever and you're just jealous you didn't think of it!"

"I am not!"

"So jealous. Give me _one_ reason why I shouldn't!"

Gwen's brain crashed as it ran through all the reasons this was a bad idea. Finally she settled on the most obvious one. "You can't even reach the pedals!"

That one sank in, she could tell just from the way his smirk melted into a scowl as he stretched but his feet didn't even come close. Then the smile came back. "Who needs two feet when you have four arms?"

"Don't you dare!" Gwen shouted as she jumped across the space between them and her hands caught his right one before he even reached the watch. She tried to put him in a wrist lock like she had so many times before, but this time he knew the counter. This time he twisted his arm before she could get a good grip and grabbed hold of hers instead and pulled.

He pulled too hard. If she'd been wearing shoes then she would have been fine, but she wasn't and her feet slipped on the old carpet. If her ankle was okay she could have kicked out a foot out and caught herself as she flew toward him, but she felt it give the second she tried. She let out a surprised and pained gasp as she fell, as Ben's eyes went wide and his hands disappeared from her wrist as he tried to catch her.

She did manage to twist as she fell and then his hands were on her waist and pulling her close while she caught an arm around his shoulders. If Grandpa wasn't as big as he was she would have gone right into the steering wheel, but he was and she just barely missed it. She heard Ben grunt as she landed hard on his lap and she should have been glad. It was what he _deserved._

"Are you - ?"

"What was - ?"

They asked together and they froze together as they faced each other. He was _right there._ She couldn't even remember the last time that they'd sat so close. Close enough that she could see her own reflection in his eyes as they got huge and watch the red creep up his neck and spread out from his cheeks.

Close enough that he _had_ to hear her heart pound. Close enough that she could smell him and know that he hadn't gotten a shower last night either and she _hated it._ Hated, hated, hated. Close enough that she could lean in and tell him _everything._ Just whisper it into his ear and…

And she felt his hands tighten around her waist and she sucked in a surprised breath as heat raced up her face. She should -

She should -

"That's enough roughhousing," Grandpa called out behind them, his voice rough with exhaustion and her eyes darted over to him as he pushed himself up with one hand and rubbed at his eyes with another. "Someone's going to get hurt."

And someone did. Her.

She barely realized that Ben's hands were gone when they were back again. When he shoved her off of his lap and she barely had time to even start to shout his name before she hit the floor between the two seats. She hit hard enough that it would have hurt even without her bruises, but with them she gasped. The second she did his eyes got even wider and she almost thought...

"And take your cooties with you, Dweeb!" Ben shouted as he brushed off his lap at her as his face went from red to burning.

She stared at him as a dozen emotions went through her before she settled on the best one. She closed her mouth so hard that her teeth clicked and then she was back up on her feet. Her ankle and her hip hurt so much more and she didn't _care._ Why did he…? Why did he have to be so _weird?_ "What did you do _that_ for, you doofus?!"

"It's what you _deserve!_ Keep your hands to yourself!" he shouted and shoved right back.

She could have howled. She couldn't believe that she was _worried_ about him. "Then keep _yours_ away from the - "

"Do I even want to know what's going on?" Grandpa groaned out the words as his bunk creaked some more and she could just make out him starting to stand up from the corner of her eye.

"She's being _weird!"_ Ben almost growled the words out as he shoved her away again.

Her butt hit the side of the passenger her seat, but she was ready this time and she sprang right back at him. "He was going to _drive!"_

"Was not!"

"Were too!"

"That's enough," Grandpa sighed and Gwen felt his hand catch her even as Ben shoved her away again and then he held her there until she stopped. "Ben?"

"I wasn't!" The boy barked out and Grandpa might have bought it when he glared at her, but not when his eyes fell a second later. "I was just keeping your seat warm.

"That's not going to work, Ben," Grandpa said and Gwen could have crowed. And then Grandpa followed it up with, "You'll never reach the pedals. You have to move the seat up first."

"What?!" Gwen heard her question echo before her mouth dropped and she stared as the crazy old man she called Grandpa bent over and did just that.

Ben let out a surprised squeak as the seat flew forward until his chest was almost up against the steering wheel. Grandpa looked up. "There. Try it now, Sport."

"Really?!" they echoed again in amazement and terror.

"Yup. You'll have to stretch a little, but that should do," Grandpa said and he grunted as he pushed himself back to his feet. "Okay, Sport. This old girl is a manual, so the first thing you're going to want to do is - "

"Grandpa! You can't!" Gwen shouted as she grabbed his arm. Why was she the only one in this family with any _sense?_

"Why not?" Ben shouted at her as he grabbed the steering wheel and squeezed it until his knuckles went white as if he was afraid that she was going to pry him away from it.

As if she had to _pry._ She was a _ninja sorceress._ "Because! Because we're only _eleven_ and it's _illegal_ and - "

Ben just snorted. "That's what you said when he taught us how to pick a lock, too."

Gwen flushed at that, but it didn't stop her even if it did make her reach up for the pins that she hadn't put in her hair yet. "We're not supposed to - !"

"Don't worry, Pumpkin," Grandpa said with a wave of his hand and a smile before she could snap back at the doofus. "You'll get your turn next."

"Really?!" Gwen said by herself this time and she bounced on her toes and grinned through the ache in her ankle.

Grandpa nodded. "I've been meaning to teach you both for a while anyway, and a deserted bit of road like this is perfect. Once you figure out how to handle the Rust Bucket you'll be able to drive anything."

"I know all about it!" Gwen said. "I read the book and - "

"Of course you did," Ben said with a roll of his eyes and she couldn't tell if his grin was supposed to make it better or worse.

"My Dad had to renew his license and I was _helping!"_ she shouted the words even as she reached over and grabbed her cousin's hand. "Come on! We have to check your mirrors and all the lights and - "

"I just did all of that, Pumpkin," Grandpa said with a chuckle as he pushed the doofus back down. "I checked everything before we started out."

"Yeah!" Ben said with a wild nod as he reached for the gearshift. "So, how fast can this thing go, Grandpa!"

"Fast enough," was all that Grandpa said as he moved behind Ben's seat. "I'll have you two drifting before the summer is out, but let's take it easy today."

"Awww…."

"Okay. The pedal on the left is the clutch. You'll need to use that every time you want to change gears and you already know where the stick is. Then it's gas and - "

"I know, Grandpa! I've been to the arcade."

"Then you know that you have to turn the engine on first…"

"Oh," Ben blushed, but nowhere near as bright as he had a second ago as he shot a grin at her. "Iknewthat."

Gwen wanted to laugh, and then she felt the engine rumble to life and panic took over. She dropped into the passenger seat and yanked the seatbelt over. "We're... "

"Watch close. It's your turn next, Pumpkin!" Grandpa told her and Ben hit her with a smile so big that she couldn't help smiling back even as she worried at her hands. And then all turned back to the steering wheel. "Now, hold down the clutch and -

"I've got this, Grandpa!" He said, his face smug.

Somehow she didn't laugh when the engine coughed and died a second later. Ben so didn't return the favor when it was her turn, but he cheered for her just like she did the first time he made the Rustbucket lurch forward.

Between that and Sky Bandits that they ran into in Reno a couple of hours later she forgot all about the four men that they saved and the voices on the radio.

For a little while, anyway.


	14. Voices Crying

**Chapter 14: Voices Crying**

_Main Street_

_Centralia, Pennsylvania_

_June 23, 1999_

_9:03 AM_

They'd left the last building that still had lights on and a car parked outside in their dust almost five minutes ago.

Max's hands were sweaty around the steering wheel as he looked up from the clock just in time to swerve around a pothole that looked big enough that it could have had its own drive-in theater. "Grandpa!" He heard Ben shout in the back as something hit the floor and Gwen laughed.

"Sorry! Roads up here are terrible," Max said and it was so hard to keep his voice steady as he eyed the house that they sped past. It was two stories tall and there wasn't any sign of life in its dark windows except for whatever was living in the knee high grass that used to be the lawn.

The next three buildings looked just as lifeless as he drove by. There wasn't anyone else on the road either, and they were only a few miles from the town. All of it set off every alarm Max had, especially when he saw the first wisps of smoke in the morning air.

It was _perfect._

Max bit the inside of his cheek just so his grin wouldn't give him away as he dared a glance back. The back of the Rustbucket was dark because the kids had closed every blind, but he could still see them in the ghostly light from the television. Ben was stretched out on his side of the dining booth and Gwen was in hers with her knees against her chin and their cereal bowls were empty and forgotten on the table between them. For once they were both dressed instead of in their pajamas and that was the biggest gamble he'd made today, but not even Ben grumbled that all much when he'd told them that they had to before they could start their movie.

They both looked enthralled by it, but he knew them so he stepped on the gas as the buildings and the smoke both got thicker. Stepped on the gas and looked down at the radio for what felt like the hundredth time today, but he caught himself before he reached for the buttons that would turn it on.

It wasn't time anyway. Not unless things had gone horribly wrong. And if they had…

Max took another deep breath as he squeezed the steering wheel until his knuckles went white. He'd done the right thing. He knew he had.

He hoped he had.

"Oh please!" Ben all but shouted in the back and Max jumped in his seat. "There's no way!"

"Shush! I'm watching!" His granddaughter said almost as quick and just as loud.

"Why? This is - I'm changing it!"

"Don't you dare!"

"What's going on, Sport?" Max asked and he winced as a worry that didn't have anything to do with his grandkids fighting filled his voice just like white smoke was filling the air outside.

"This movie!" Ben said and Max could almost see his grandson's hands flying as he talked. "It was cool until it got stupid! You can't just take off the mouthpiece to get free calls out of a _pay phone!"_

"You can, too!" Gwen shouted at him. "I read about it in my hacker magazine! Don't you dare stop it!"

"You can not!" Ben said and those three words started so many fights last year when they came from one or the other of them that Max braced himself for another one even as he sped into the smoke that kept getting thicker and thicker. Thick enough that the empty buildings on either side of the road started to disappear into it. "And you're not a hacker!"

"I am, too!" There was a thump of feet hitting the floor and an outraged, "Ben!" Before a second set followed the first and Max heard them both running up just as he hit main street.

He couldn't have timed this better if he _tried._

"Grandpa! Tell Gwen that she's being a total dweeb and this movie is _dumb_ because you can't hack a payphone by taking off the mouth - " The boy sounded mad, but there was no hiding the teasing laugh in his voice as he ran into the back of Max's seat. Then the laugh and the words both died with a gasp.

"You can, too!" Gwen shouted and her voice echoed as she followed up after him. "Grandpa, tell…!" Then she took a breath, too.

"Your cousin's right, Ben," Max said, his voice low and amazed as he looked out the windshield at the smoke that was thick enough that it filled the road and turned the buildings around them into ghosts. _._ "You can do it if you whistle right, too. I'll show you both how the next time…" he started before he let his voice die out and it was only a little bit of an act as they drove into a cloud of smoke and the sun vanished.

This was even better than he _imagined._

"Grandpa, what's going on?" Ben asked, the teasing anger gone from his voice as he dug his fingers into the back of the seat. "Where is everybody? And what's with all the smoke?"

Max was sure that if he turned around he'd see the serious look that the boy always got when it was time to go hero. He would look, but there's no way he'd be able to keep a straight face if he did. It was hard enough even with his eyes locked on the road outside. The one he could barely see. "I don't know, Ben. It looks like - "

"There's a fire," his granddaughter finished for him, as she leaned passed with her hands wrapped around her stomach. Max bit down on his cheek because her eyes were so big and worried and he knew he should feel bad, but…

God, they were going to think that this was hilarious once they got done yelling at him. He knew they would, and it wasn't often that he got to pull one over on them.

"A big one. Everybody must be…" Ben breathed out as he shoved away from the seat and went racing for the side door. "Stop here, Grandpa, we'll find it and get help!"

"Wish I still had that rebreather," Gwen said, her own words just as fast as she ran after him. "And a _lake."_

"We'll figure it out," Ben said and Max could almost see the boy shrugging as he brought his watch arm up and he hit the brakes just hard enough that they thought he was serious. "I've got alien awesome and you've got that new spell!"

"That's just for little fires! Not _this!"_ Gwen said and she sounded so worried that Max almost felt bad as he turned in his seat. She was so worried that she ran right by the Lucky Girl mask that she always left hanging by the door now.

The same door that Ben was reaching for and Max couldn't help his grin as he watched even though it would have given the whole thing away if either of the kids did so much as glance back. He just couldn't hold it in any more. He barely managed to hold in the gut busting laugh and the 'got you!' as Ben grabbed the door handle, but the second that he yanked it open...

The second…

Or the couple of minutes. "There's no harm," Max murmured to himself as his eyes found the radio. They could stretch their legs running around and he could check. Not that listening would do anything for the knot in his stomach, but at least he'd know…

He heard the door slid open and he turned back just in time to see his grandkids backs as they jumped out and the smoke slipped in. "Just a minute," Max said into the air as he sped through the buttons and switches that turned on the real radio and just got it dialed in. His fingers brushed the volume knob as he took a deep breath.

That was when he _knew_.

Max grew up with a coal furnace. He _knew_ what the smoke smelled like, just like he knew that the kids and the Rustbucket would all be stained black if they stayed too long. The fact that there was a whole coal mine burning and that was why this town was abandoned didn't change any of that.

He knew all of that just like he knew that there wasn't a coal in the world that smelled like rot when it burned.

But there was something else, something he'd encountered once decades ago right after he'd first put on the Plumber's gray and black. Something that almost made him tear it right back off again because…

"No," Max whispered as terror stole the rest of his voice. The radio and the joke both disappeared from his mind and he bolted out of his seat. "Kids! Ben! Gwen! Get back here!" he started shouting as he ran for the side door.

But he was already too late. He didn't see a sign of them through the thickening fog. Not even Gwen's red top. He couldn't even see the buildings he _knew_ were just a few feet away, lost in the white soup.

 _Max?_ A little girl's voice called out it and he almost cried because he _knew_ it. _Max, is that really you?_

"BEN!" Max hollered the second he heard that voice and the only thing that kept him from screaming was the fact that he knew that his holler was louder. "GWEN! Get back - !"

 _It is you!_ The little girl said with the same delighted squeal that she had when he climbed a water tower for her decades ago. _You came back!_

And a thousand voices laughed.

\- o - o - o - o - o -

**One Minute After Contact**

The back of the Rustbucket was every bit the mess he figured it was after the kids came running out that morning. There were the comics and pajamas that Ben had just tossed on the floor as he changed and put away his bunk. Gwen's clothes were at least put away, but he didn't know how many times he'd asked her not to leave her books and her laptop just sitting on the couch.

He shoved them off to the side as he sat down hard and kicked off his shoes before he shoved his feet into his Plumber's suit. "Move it, Max," he growled at himself. Ten years ago he would have been out the door already. He was so slow now. So slow and so -

 _You're so old,_ _Max,_ the little girl's voice said with such wonder from just behind him. Max's back went stiff as some part of him tried to remember her name, and the rest of him just remembered the last time she'd sounded like that. He'd been sitting on the steps and she'd been up on the railing, just kicking her legs back and forth as he read the letter he'd gotten from his sister to her. Vera always made England seem amazing and her job as a nurse sound like such an adventure. He didn't realize what a lie that was until he was in a war of his own. _Why did you get so old?_

Max froze at the innocent curiosity that filled that question even as he yanked the suit up over his knees. Then he looked up at the fog that was already filling the Rustbucket even though he'd closed the side door behind him. He wanted to turn around and _see_ her, but he settled for leaning his head back until he felt the glass of the Rust Bucket's window instead as he said, "It's just something that people do."

_All of you?_

It sounded so confused by that, and so much like the kids did when they were little that he couldn't help answering. "Just the lucky ones."

Somehow those words didn't sound hollow at all.

 _Lucky?_ the little girl voice asked with a pout before she tittered. _Oh, you mean everyone who I don't get to play with! That's not very nice, Max! They're not lucky at all._

Max did the one thing he could never do to with the real girl, he ignored the hurt in her voice as he slipped his arms into the suit and pulled it up. It only took a second for his fingers to work the zipper, and then he felt the fabric tighten just a hair as the suit made itself airtight. There was another moment as he shoved his feet into the boots and they sealed, too, but he hesitated even as he reached for the gloves because the thing still wasn't saying a word, even though he could feel its eyes on him. It should have been a blessing, but if it wasn't talking to him, then…

"I suppose not," he said with an apology he didn't mean.

 _That's a_ little _better, Maxwell,_ the girl sniffed. Then the voice changed into a woman, a woman whose voice he remembered a lot better. _But I can forgive you, I know that you never_ mean _to be rude. You're not like the rest,_ Lili said - exasperated and with that fake smile on her voice - and it sounded like she was sitting in the seat right behind his as they drove somewhere. _I'm sorry that I didn't play with you enough the first time. I'm sorry that you got old._

The gloves slipped on without a thought at that, and his eyes went to the screen on his left forearm. It flashed green as they went tight, too, as the computer built into his suit tested all the seals and was content. He stared at the helmet that was still waiting on the couch next to him even as the word, "Rude?" slipped through his lips because that was the only thing that it said that made _sense._

 _Your people can be,_ Lili's voice murmured and he could almost see her with her legs and arms crossed and her foot kicking. He'd seen the real woman do it often enough. The real woman and her daughter. _One moment we're having a simply_ wonderful _conversation, and the next they're interrupting me! They don't even let me finish before they start crying or shouting and if I have to hear another person telling me to_ shut up… _Well, there's no telling what I'll do._

"That must be horrible," Max said as he shook his head and left the helmet where it sat as he stood up. The fog did something to the visor anyway, something that blocked infrared and ultraviolet both. And it was bad enough hearing the voice over his shoulder or in his ear, but when it was in the helmet with him….

He could live for another thousand years, and he'd still never forget what it was like when Jose started clawing at his and screaming when he couldn't get it off, and how he didn't stop until he grabbed his pistol and -

 _You simply have no idea,_ Lili sighed. Then a smile filled her voice, the same one that she got when they shared a good cup of coffee. _But I might be exaggerating just a little. I really don't mind it when your kind start crying and screaming._

Max's breath came out in growl as he grabbed up his pistol and he spun around even though he knew it was useless even before he did it. He just saw his reflection in the window and the white mist on the other side of the glass. His breath was ragged as he shoved the gun into the holster at his hip as the fog roiled with laughter again. _That's why I'm glad you came back, Max. You're so much fun._

"Good to hear," Max bit out as he spun around again and marched through his home. His eyes were on the radio in the dashboard. Three buttons. That's all that he had to push so he could send out a red alert. One more so that they knew it was extra-dimensional and every Plumber on the continent would be here in...

 _Do it, Max! Let's make this a party!_ His other daughter-in-law said, and the thing sounded just as excited as Sandra always did when she was planning one of Ben's birthday parties when he was little. She always loved those and tried to make each and every one special and different until Ben decided he was too old for them last year. He could almost see her bouncing on her toes as she planned the music and games. _Do it! Do it!_

Max shook his head and bit his tongue as he turned for the side door instead. Somehow he held back and didn't kick the door open. Somehow he even remembered to close it behind him before he marched off into the fog after his grandkids.

_Oh well. Dinner parties are fun, too._

_\- o - o - o - o - o -_

**Ten Minutes after Contact**

Max lost the Rustbucket in the fog after only a dozen steps, it was that thick.

There used to be a transponder in the RV for occasions just like this, one he'd turned off twelve years ago and took out altogether at the start of the last summer. As far as he knew the little silver box was still rusting away in the park where he'd left it. The thing in the fog let him shout for his grandkids until he went hoarse and then it took over. He heard his own voice echo back at him through the milky air. All of them loud, all of them leading away from him as the fog around him boiled with laughter.

 _Really, Max…_ Frank said from just over his shoulder as the _Ben's!_ and _Gwen's!_ kept echoing. His son's voice was clipped and had the same edge to it that it always had when he talked to his father.

Max told himself that he was used to it years ago. He didn't know how much of a lie that was until right now. Somehow he kept his hands from twisting into fists and his voice level as he shrugged. "Worth a try." He almost laughed and he never stopped looking for a trail, no matter how thick the fog got.

There were some, criss-crossing through the waist high grass that surrounded little one and two story buildings that came and went like ghosts in the white haze. Some of them were from animals, some were from people, none where from his grandkids. He followed the trails left by people anyway. He knew his kids, he knew that they would be wherever the trouble was.

That should have made him feel better, but something should have exploded or caught fire by now. That was their M.O. too.

 _Grandpa!_ he heard Gwen call out from the haze to his left, her voice shaking with terror. _Grandpa, I'm over here! Help! Grandpa! GRANDPA!_ _ **GRAN**_ _-_

He was moving before he even knew it, and his heart hammered when her voice just cut out. Grass slapped at his suit as he raced through it with his pistol in his hand. "Gwen? Gwen?!" he shouted as loud as he could as a big two story building erupted out of the fog. It was an old grocery store with its front window broken out and trees growing on the inside. It was so dark inside, but twenty years with the Plumbers filled his mind with every horror he could find.

He just touched the window sill so he could vault inside when Ben called out behind him. _Grandpa! Gran -_

That was as far as his grandson got before he just started screaming and he wouldn't _stop._ Max sank his fingers into the rotting wood as he bowed his head and gasped for breath as the noise went on and on and on…

"I'm going to find you," Max promised, his voice a growl. "And this time I'm putting you _down_."

 _Please, Dad,_ Carl said, his voice soft and kind as always as it came from right over his shoulder. It was the same tone he used back at Christmas after he got done cleaning up broken glass and just sat down with him after. And just like that day, Max knew that there was something under that kindness. His son hid his hurt, the thing using his voice hid its glee, and not all that well. _There isn't one of you in this whole plane who could do that. There hasn't been in millennia._

It was true, Max knew it was. They'd been so lucky in that Mexican village all those years ago. Luckier than most of the people who lived there, luckier than the idiots who called this monster up, and luckier than almost everyone else on his team. Almost. "What about Nimue?"

The fog froze in the air around him even though Max could feel a breeze against his face. A breeze that stank with rotten eggs and worse things and when he looked up he was the one smirking.

 _What about her? She's not_ here.

"Like you could see her," Max taunted the thing in the clouds as he pushed away from the wall and followed the stench. "She _blinded_ you."

 _Just to her, Max. Her geas is strong, but she couldn't hide all of you._ Carl said, this time he was seven and he sounded so small and Max winced at the sound of the pain in his voice and the tears he was just holding in. He sounded just like he did when Max sat him down and told them that they had to move.

Again.

And then that pain was gone. _And it didn't touch my followers._ Jim said, his voice rough from age and smoking and a lifetime of being a son of a bitch.

Max slowed down and searched the fog around him. Fog that was moving again, fog that was letting little windows of clear air cut through it before it shifted, but there wasn't a soul on the other side and he kept moving without saying a word. It wasn't the first time he went into combat blind, and if there was someone out there watching him, then they weren't watching the kids.

Another little abandoned house appeared out of the fog with the whitewash peeling off of the wood walls and Max hurried to it as the thing in the fog paused and the confusion didn't fit Jim at all. He was always certain, even when he didn't have any reason to be. _Why didn't you call her, Max? It was just you in that thing. You and the two kids…_

"It's early," Max muttered just so his voice didn't shake as he circled the house and the stench got stronger and stronger. "Didn't see any reason to get her out of bed yet."

 _Funny, NASA,_ Jim muttered and it sounded just like him this time. _Did she tell you I was here? Is that why you came?_

"Came for the sights," Max said and he grinned because the stink was _horrible_ now and coming from a little shed just a little further in the yard. A shed that had a great big glob of green slime running down its side. A slime that stank of eggs and made Max burst out laughing for the first time because it was still wet and _fresh._

 _Don't be like that, Max. Don't be jealous. You_ know _I love you, too,_ Verdona purred in his ear just like she used to when she thought he was being too serious or just to tease him and he shivered just like he always did. Max could almost feel her pressed against him and every part of him screamed at him to turn and grab her before she could leave him again.

_Unless Nimue's not hiding…_

Max tried his best, but he couldn't help freezing at those words. Just for a second, not even enough to stumble, but the thing out there saw it anyway.

_She's dead, isn't she, Max? If I'd known - if she hadn't blinded me I would have looked for her before I came back. I would have bargained. It was so lonely where I was and we could have had so much fun together. Forever and ever._

_I still can…_

" _Leave_ her - !" Max growled and spun, but there wasn't anything there except for the fog and an empty home. The thing laughed just like Verdona always did before she took his hand and pulled him to bed. He wanted to scream, but somehow he held it in.

His hand shook as he ran it over his face.

_You know that I can taste her in your memories, Max. She hid herself so well, but I can still see the shape of her in your mind. I can feel how much you miss her, how much you need her back. If you would just…_

Max did the one thing he could never do when his wife was here. He ignored her.

He searched the sky instead for the giant green bug that must have been there just a few minutes ago before he gave the shed another look and ran in the direction his grandson must have been heading.

 _Fine. Be that way. Leaving is always what you did best,_ his wife's voice said as she sucked in a breath that didn't do anything to stop the tears that were running down her face and he froze. He wanted to shove his hands over his ears, but it wouldn't help, not when her voice was so close and so hurt. She sniffed as he stood there and whispered _. Stay. Just once stay with me. Just for once let me pretend that I matter to you._

Max nodded, he couldn't help it, and he leaned into the touch he felt against his neck as delicate fingers brushed the skin there. His wife's voice lowered even more as it promised so much. _I love you, Max._

His eyes burned with tears at those words, but he didn't let that stop him as he yanked the pistol out of its holster and spun around. There was a shape there in the fog and he fired blind even as it slashed at him. Alien light burned into fog as a fire erupted across his chest and a woman collapsed in front of him.

Even with his vision blurred he still saw her long bright red hair catch the air as she fell. Hair that looked just like his wife's and that she'd passed down to their granddaughter. "No," Max whispered as he fell to his knees next to her, his hands already moving as he all but dropped the pistol into the grass next to the long and ugly looking knife that had flown out of her hand.

Its tip was red with blood. This really was Mexico all over again. There was a focus hidden in the town and more cultists. There was a gate burning its way to _somewhere_ and they were running out of time.

His grandkids were running out of time.

Max _knew_ all of that, but he still couldn't take his eyes off of the woman at his feet. Now that he was looking at her, the woman didn't look _anything_ like his wife except for her hair, not with the broken black lines tattooed into her face and the red robe she was wearing, but for that one heartbeat…

 _Stun? You're so boring. I hate boring,_ the thing in the fog pouted as Max reached for one of the pouches on his belt. It took him three tries before his shaking hands could get it open and a couple of silver zip ties out, but his hands were almost steady by the time he had her thin wrists and ankles bound.

His eyes were still on her hands as he picked up his pistol and got up, still there as he picked up her knife, too, and threw it as far away as he could, still there as he opened another pouch and got out a bottle of spray sealant that would keep his suit sealed until it could repair itself in a few hours just like the suit cleaned and sealed the scratch across his chest. It was protection against so much, even teeth and claws, but knives…

Or words…

The woman didn't look a thing like his Verdona, but for that one when he felt her fingers against his neck…

He missed the feel of his wife's touch so much. "I'm going to kill you." The words were as much of a vow as the one he gave Verdona, but in his heart he knew that he'd honor this one just as faithfully as much as he wished otherwise.

But Verdona was… gone and their grandchildren were still here. They still needed him. He made himself start back in the direction Ben was flying in as she sighed. _You always promise so much, Max…_

\- o - o - o - o - o -

**Fourteen Minutes after Contact**

_Why haven't you done it, Max? Why you haven't called for more of your kind? Did you miss me that much? Did you really want me all for yourself? You sweetheart. I missed you, too._

Max drank in his wife's voice even as he prayed that it would change again, that it would pick _anyone_ else's. He found three more puddles of spit that Ben had left behind, and his boy's footprints in the dirt by the last after the watch had finally timed out.

Ben's and only Ben's.

"No."

The two of them here was bad enough, but _alone?_ Alone in this fog, alone with _it?_ Max had to brace himself because he was sure he was going to collapse at that.

But they didn't and he couldn't, so he made himself keep moving. He jumped across the same fissure that cut across the road that Ben had as he tried to catch up, but they were always too fast for him and his knees hurt even before he landed wrong enough that his left one screamed because the thing in the fog let out the same noise that _she_ did as she clawed at his back. _Oh… Oh! You bad boy!_

"Sorry. Already married," Max said through his wince as he kept limping. He touched his left hand even though the ring that belonged there was back in the Rustbucket, safe in the box and the drawer with the one he'd gotten his wife so many years ago.

_I can see everything that you did so you could protect them. The suits, the helmets, why you told them that they couldn't go hero after you brought them home last year... They feel so guilty about that, Max. All the good that they could have done, all the people that they could have helped…_

Max sucked in a breath that didn't have anything to do with his knee or the hiss against his neck as he touched the screen on his wrist. The pain in his knee faded, but the guilt didn't because he knew, because he made himself look in the paper every day at all the people that they could have saved, but his grandkids mattered more.

It was horrible and true and all the worst for that.

_They ignored you, Max. They've been ignoring you all year. Gwendolyn told me herself._

"Liar," Max whispered as he kept moving. The buildings were getting closer and bigger and he knew that he'd finally reached the center of town.

 _Liar?_ There was another little giggle at that. Pleased like when he'd surprise his wife with flowers or souvenirs from all the places he'd been. Sometimes it was some bit of junk he saw in some store that he knew would make her day and the rest it was just a rock or a shell that he knew that she'd treasure. _That's what your kind used to call me, so long ago. The Liar. The. It was an honor, even if it wasn't true. I never lie, Max. You know that._

"They _wouldn't,"_ Max said as he actually laughed. Ben would. Ben was the one he always worried about, but Gwen? He knew that she'd still practice her spells, he'd known that even before he saw the proof this summer, but go out heroing without telling him? His Pumpkin would never.

 _Help! Help!_ The voice finally changed into a little boy's voice. _Help! My Mommy fell down and she's not getting up! Help! Mommy! Mommy! The crystal man's here to help!_

Max didn't even glance over and he wasn't the least bit surprised when he heard a woman's voice next. Only that he didn't know this one either. _Thank you! Thank you, oh God… He… He was going to… I don't know why you're wearing that cat mask, but thank you!_

"They _wouldn't,"_ Max said again, but this time his voice shook.

 _Just ask, Max, and I'll tell you. I'll tell you_ everything _they did. Such bad children._ His wife sighed at that just like she did when Carl tracked mud into the house. Then she let out a little gasp of surprise. _Just like I can tell dear, sweet Gwendolyn just why she got so tired at that base of yours..._

"They wouldn't - !" Max started before he swallowed the rest along with the guilt so he wouldn't give the thing the _satisfaction_. They wouldn't _leave_ and it wasn't that big of a dose or that powerful a sedative. Gwen really was exhausted - they all were - and it just pushed her over the edge. It would have worn off if they ran into trouble, but he worried anyway until he got back into the Rustbucket and saw them both in their bunks sound asleep. It broke his heart waking her up so he could get her out of her suit, but she deserved a good night's sleep.

And he hated seeing them in the gray and black.

 _What were you trying to hide, Max? Them or you? I can see you in that room after they left…_ The woman's voice changed into one that he never wanted to hear again. One that was nasally and crazed. Animo. _Why didn't you just pull the trigger, Max? I can see just how badly you wanted to. I would have._

Animo's laugh was bad enough, but now it echoed from everywhere around him. It filled the air just like the fog did.

"They…" The air was so thin and so thick with fog that it didn't feel like any made it into Max's lungs no matter how deep he breathed. "They… they think that we were heroes, too. That I was a… They don't - "

He wasn't like them. He was never a hero, just a soldier doing a job. Animo would have been one more job and no one would have asked any questions about it. "They think I'm a hero, too," Max whispered. "They're better than I ever was."

And he would have done anything to protect them. He thought that all the way up until that day, where he stood there until the relief team finally arrived and took Animo away. _He talked, Max. You know he did. The second he woke up. 'I would have gotten away with it, too! If it wasn't for that Tennyson brat and his watch!'_

"Liar," Max whispered and it took everything he had to say that much, because he'd been up night after night worried about just that, but if he had…

If he had, then he would have known. The teams would have come and they'd be running. There would have been more than just a few messages on the radio, and he listened every night.

The fog roiled again as his wife's voice came back. _You make it so easy, Max. All that fear and worry for nothing. He didn't want to share._ Then her laugh went away and when she went on she had the tone that she did when she made him tea after a rough mission. Tea and cookies that smelled so good before they went to check on their boys. _You_ always _worry too much. How many times have I told you that? The kids will be just fine. Their grandmother is keeping a close eye on them._

"Stay away from them!" Max roared as he ran, his eyes on the footprints. If the town wasn't abandoned, he never would have been able to follow the path Ben left behind. Not across the street as the boy as darted this way and that to the buildings Max ignored because they were all empty.

Not that Ben knew that. Not that it would have kept him from checking anyway. Him or his cousin. Max was so proud of them that he didn't even have the words to say it, but right now he was going to strangle them both when he found them.

Why did they have to be heroes? Plumbers would have known better.

Plumbers would have withdrawn by now, and they couldn't even turn into Stinkfly. It wouldn't have been anything for Ben to get away once he changed, but he would never leave his cousin behind. Not even to get help. Max knew that all the way down to his soul.

The footsteps went this way and that and Max felt the fire burn all the hotter in his stomach. ""What did you do?"

_Introduced myself. We've been having such a nice talk._

Max started to run at that. The footprints disappeared sometimes as Ben cut through lawns, but the bushes and grass were bent in his wake. Max needed every trick that his grandfather ever taught him at the farm and the woods around it just to see where his grandson had been, but a blind elephant could have followed _his_ trail. He left footprints and broken grass just in case Ben circled around or Gwen was behind them.

 _I never imagined that you missed me so, Max. Or that you'd work so hard to keep them safe just so you could bring me such presents. The sorceress shines like a star and the boy… I've_ never _seen anything like him before._ The voice changed then and, for just a second, it lost it's laugh and it sounded just like the child it was pretending it was. _Something new. Do you have_ any _idea how long it's been since I found something new? Not since the Devourer marched across your plane. Your kind were so desperate then, so creative..._

"So what's this? Your nostalgia tour?" Max spat the words out in the face of the monster's nonsense. "No one cares anymore. You should - "

 _That's why I told my followers to catch them._ The wonder didn't leave the voices even as something dark crept in with it. _You don't have to ask, Max. I know how hard it is for you to do that. I won't tell her either. Not right away, anyway. We're going to be friends for_ such _a long time. I have so much to teach them first._

"Leave them - " Max started when he saw the building up ahead. The one that Ben's footprints lead right to. Trees grew out of where the windows used to be and part of it was collapsed into a pile of bricks that left a gaping hole in the wall. It should have looked rustic, but it just looked like the perfect spot for an ambush. "Ben?! Gwen?!" He shouted at the top of his lungs as he rushed in.

It gave away his position and he didn't care. He would trip a hundred ambushes if it gave them a chance to get away.

There wasn't one. Not anymore. Max smelled the smoke before he got inside and he never felt so proud at what he found when he was.

There were two cultists here. Were. Bruisers by the looks of them. One had a broken nose and a knee that looked like it was bending the wrong way and he was on the ground right next to the rubble. The other was groaning further in by the far corner with a melted knife at his side and burned robes.

It only took Max a second to read the marks on the floor, to see how Ben took out the first one by surprising them in their own ambush, but the second was too much and drove him further in. He saw the kick and feint and dodge that Ben made written in the dust and he vowed that as soon as he got out of here he'd take his granddaughter to the first place that sold computer stuff and buy her whatever she wanted. He'd been so sure that she was just throwing away her money when she told him her idea to enroll Ben in karate that he'd tried to talk her out of it. Not that _that_ did any good. It never did when his Pumpkin was set on an idea, but he'd been ready to be there after Ben skipped out.

He'd been ready, but the boy never did. He still didn't know how she convinced the boy to stay, but she had.

And it saved Ben's life.

He'd buy her the whole store if that's what she wanted for it, and Ben the video game store for doing so well, even if his luck did give out at the end. Max could see the mark where Ben's foot slipped written in the dirt, too, next to the hulking cultist.

And the scorch mark where Heatblast got up.

Max grinned as he leaned over and touched the spot He couldn't help it because the mark was still warm. He couldn't help letting out a chuckle that followed either. One that was dark enough that it even made the thing in the fog pause as he stood back up. "You still haven't figured it out, have you?" he snarled as he got up and left the cultists right where Ben had left them. "Do you really think that you were the worst thing I ever faced in Mexico? That ghost pepper haunted me for a lot longer than you ever did and my kids are so much worse. You'll never be able to handle them."

That was when he saw it, the fog that was filling the street just outside of the cracked window there. It was like the street was sucking in every bit of the white mist until it looked thick enough that Max was sure it would feel solid if he touched it and that it would crush him if he let it, and it still wasn't thick enough. It didn't hide the yellow glow he could just see through it, and it didn't stop him when Max charged.

 _I'll show you haunted, Max!_ The mist boiled around him as the light got brighter. He would have given anything just to shout, but he didn't dare. he didn't dare. The voice didn't hold back. _I'll make them_ scream, _Max! I'll make them_ beg _!_

"If you can make them do the dishes," Max puffed out, "I'll owe you one."

He found the alley a second later as the light got brighter and brighter and changed from a spot to something that almost looked human. Max knew even before he heard just what he'd been hoping for. "I know you are, but what am I?" Heatblast shoved his hand out and the window melted under it. Then he stuck his head through and shouted, "Math rocks!"

"Ben!" Max finally shouted as he stopped right behind his grandson. He would have grabbed him up in a hug if he wasn't wearing a body made out of burning rock. He still might.

"Yeah. Not falling for _that_ one again. So be quiet. I'm trying to listen," Ben muttered as he pulled his head back without even turning. "Come on, Dweeb. I wanna go back to school!"

And despite it all, despite his worry and the thing that he knew was watching them, Max burst out laughing. "I wish I had Gwen's tape recorder, Sport. I bet your parents would kill to hear you say that."

"If you can find it. She's been bugging me about that stupid thing ever since last - " Heatblast said with a wave and then he stopped and spun. "Grandpa!"

Max took a step back and raised his hands. He had to as the heat blasted out of his Grandson, but that didn't stop his grin even a little. "Glad to see you, too, Ben."

"Sorry," Heatblast said and the fire died back down to tolerable, but it didn't touch his grin. "I thought - !"

"I know," Max said. He could leap the moon, but the pit in his stomach was only halved it wasn't gone. "When did it get you?"

Ben made a face. "Miss Motormouth? Just about as soon as we got out. I went after one scream and the dweeb went after another and… and..." His face fell at that, and then the fire on his left cheek flared as he turned and glared at the fog that didn't seem to care about his fire at all. If anything, it was pulling in even closer. "She's close. I know she is."

"I know she is, too, Ben," Max said and he tried to sound like he meant it. His granddaughter was in here _somewhere._ He knew that, but that didn't mean that she was close. They would find her. They had to, and soon, but he had to keep Ben calm, too. He could see the flares bursting back to life across Heatblast's body and as he clenched alien hands into fists. "I know today is rough, but school?"

"I figured if Gwen would know I was real if - "

Max held up a hand to stop him before he finished. No sense in giving that thing a hint, but that didn't mean he couldn't grin. "Good thinking."

Ben's face literally glowed for a second and then he ran all the faster back up the alley as he kept talking and it was all Max could do to keep up with his body and his words. "I went Stinkfly first because that's her _favorite_ and she always said that she'd know that smell anywhere, but I timed out before I could find her and the Poodle out there - "

"Poodle?"

"It's tiny and it won't shut up," Ben joked like he always did, but there wasn't any sign of a smile on his face. "It got me a dozen times before I figured it out…"

He saw Ben's shoulders hunch like he was waiting to get yelled at. Max wished that he could have given the boy's shoulder a squeeze, but words were all he could offer until the watch timed out again. "It's okay, Ben. It got me, too. It's gotten a lot of people."

"It shouldn't have gotten me," Ben growled as he flared again. "So _stupid._ I should have stayed with - "

 _Hero of heroes_ , a woman's voice called out. One he'd never heard before.

Max just laughed because the words and the voice were both so easy to ignore. The other woman was panicked just like the boy had been and he'd never been able to ignore that, but this woman wasn't. She just sounded like she was trying so hard to smile and was desperate for a hug.

Some part of Max even wanted to give her one. He might have if he'd heard her anywhere else. But here? Here she wasn't anything. Not to him. She should have meant even less to Ben.

But Heatblast curled in at her words like they were a knife slashing at his stomach. "Shut up!" Ben growled at it as fire flowed down his arms to his hands and the fog flowed over itself like a waterfall at those two words.

"Ben," Max tried to say, tried to warn because he could feel the rage in the air around them, but none of it made it into the woman's voice.

 _You get to play the hero and_ I _have to pay the price, Ben. I_ _ **always**_ _have to pay the price._ The woman kept talking and the fake cheer in her voice faded away with every word. _You ruined my life. You know that, right? You made me think I was a hero, too, and then you just left me behind like I wasn't anything._

"Shut - " Ben started again as his eyes opened wide and the fire in them guttered in the wind.

Max sucked in the hot air because he didn't know that voice, but he knew the tone. His eyes searched the fog and he whispered, "Pumpkin? Ben, what's - ?"

The fog roiled even as Heatblast rocked back, and when he heard his name he spun around and shook his head so hard that even more of his fire went out. "I didn't! I won't!"

The fog boiled around them, shapes coming and going as the voice changed into the girl that Max _knew,_ except he could hear the tears in her voice now. Tears she'd never shed. Not in front of anyone. _I don't know why I expected anything different. It's not like I_ ever _mattered to you, Doofus. Not then. Not now. Not even when… I was supposed to have died, Ben, and you didn't even_ care.

"Shut up!" Heatblast spun around as a thousand fires flared on his skin and his voice shook.

Max wanted to grab the boy as he kept turning this way and that like he could shake the voice off or take it by surprise, but he never would. He wanted to pull his grandson close and make him stop, but all he could do was shout just as much as he wanted to scream at the words, "Don't listen to it, Ben! Gwen's fine! She's here! You know she is!"

_I'm only here because I got lucky after you -_

" _ **Shut up!"**_ Heatblast howled like the firestorm he was as he spun this way and that as the voice followed him.

"Leave him alone! Max demanded as he glared at the fog as he looked for something he could punch, something he could shoot, but there wasn't anything. "I'm right here! Leave him alone!"

_You were right, Ben. It should have been you._

Ben didn't say a word at that. He just howled as he spun around as his arms shot up and fire flowed like water down from his body to his hands and beyond.

Flowed right at Max.

Max moved then. He grabbed Heatblast by the wrists and shoved its hands into the air just in time. The flames roared out of the alien's hands and into the air over them. Fire that he could feel even through the gloves he wore. Gloves designed to deal with just the alien Ben had turned into. For a few seconds anyway.

And then, just as Max felt himself start to burn the fire stopped and Ben jerked back, his fire almost going out at his hands went right to his mouth and they didn't do a thing to hide the horror in his voice as he almost whimpered out, "Grandpa?"

The fog roiled with laughter at that. Gwen's laughs, all of them. From when she was a baby to the woman he _knew_ that she'd grow into even if he didn't have a clue how the monster found it and all the hers in between.

"I'm okay, Ben," Max said as fast as he could and rushed to the boy's side. He made himself grin as he reached out even though his palms _hurt_ and red lights blinked on the screen on his arm. "Not even singed. That turkey we tried to fry last year did more damage." The words were calm and hid the thousand questions that he wanted to ask, but none of them mattered as much as the way the boy's lips twitched up at that as he nodded. "Now come on, let's find your cousin and - "

 _And maybe she can solve this,_ Max heard his own voice taunt, except he _never_ sounded like that. Not when he talked to his grandchildren. _Because you can't_. _You never think. No wonder she calls you a moron with her every other breath. We all do, Ben. She's just the only one who says it to your face. You just blunder in like the idiot you are and leave me the messes. The whole galaxy would have been so much better off if anyone else got the watch but you._

"Ben!" Max said as Ben just stood there. He wanted to grab the boy and shake him, but he couldn't. All he could do was move right in front of the boy and say. "Look at my lips, Ben! It's not me! Don't listen - !"

 _If I didn't need to watch your back..._ Gwen's voice called out and it sounded just like she did when she asked for pancakes yesterday and she saw the extras he put on top. He never could get them to try the honeypot ants or make her uncurl her lip at the idea. _If the world wasn't depending on that stupid watch I wouldn't have to think about you at all, you Doofus. Why would I? Because you're_ family? _So what? You're just my loser cousin and that's all -_

"Don't listen to it, Ben," Max said, his voice a growl as he glared into the boy's eyes and he saw so much more bravery and fear in them than any eleven year old should ever have to have. "It lies. That's all it can do. It's nothing. It's less than nothing."

 _I'm more than you!_ The fog boiled around them as the thing howled in a voice that didn't belong in this world. _I'll peel their minds in front of you, Max! I'll make you see how afraid they are! How much they hate you for what you've done! They hate you just like your sons do! You know that they do!_

The rest of its words were lost in an explosion that dropped him to his knees and shattered every bit of glass around even as it drove away the fog. Max blinked up at the sun and then at the Pyronite his Grandson was wearing. "Afraid? Please, Poodle," Ben said with a snort and a forced smirk. "Bet the Dweeb heard _that."_

"I bet she did at that," Max said as he grinned back and stood up. The fog was already starting to close back in, but it didn't matter.

They already saw the flashes of violet light in the distance.

Lights that were drowned out by the flare of fire as Ben took to the sky and chased after them. Max raced after them as fast as he could even as the fog closed back in around him and swirled like a storm. As if that was enough. He _knew_ where his grandkids were now and it would take more than that to stop him.

Just as long as his body cooperated. He felt his age in his knees and hips as he ran and the lights never seemed to get any closer. "Couldn't make this easy on the old man, could you, Sport?"

 _Easy? I could, but only for you, Max._ The thing said and the fog seemed to clear just a little just enough that he could see Heatblast and Gwen fighting more of the cultists with yellow flames and blue mana and the light of their attacks reflected in the fog all around them. _Which one are you trying to save, Max? They were both so sure that you would save the other._

"You're getting sloppy," Max wheezed as he ran, his eyes on the flashes of light too bright for any fog to block. "You used to lie better than _that."_

 _Lie?_ Max heard his wife's giggle again for the first time in years. _Not to you, Max. Never to_ you. _I've seen all the lies you've told, Max. To them, to their parents, to your_ wife, _to everyone who counts on you and I'd never lie to you. Why would I?_

 _You're just like_ me.

 _I heard them, Max, when they thought I wasn't there. They were both so sure. They were even happy that you would. Heroes._ Verdona sighed, wistful. _You're going to have to pick one soon. You won't be able to save them both from what's coming. I can see it_ all. _All the lies you've told them, that you've told your masters. The lies that drove you across the continent again and again last summer. You can't save them both._

Max sucked in a breath at those words and he felt his shoulders shake as a hissed, "Shut up," slipped out of his mouth.

A noise rolled through the fog. A noise that almost sounded like a growl before it changed back into his wife's purr.

 _Let me make it easy for you, Max. Just this once. I can give you the answer that Xylene couldn't. That none of your friends could. I can tell you how to take off that thing on Ben's wrist before it's too late. It_ shines. _It shines so bright and none of you can even see it. It shines even brighter than she does. Give me the sorceress and I'll tell you how to save your boy._

"Go back to hell," Max found the air to snarl as he ran.

 _Then save her. She's been so lucky, Max. You know she has. Learning from_ books. _I've seen better than her die screaming as their magic burns them from the inside out and she's already been lucky once. There are more out there like her. Hiding. Waiting. I can tell you where. Just give me the Skinwalker and you can save your Pumpkin. I'll take good care of him, Max. You know I will._

Max didn't say a word. He couldn't. Not when he'd already bitten down on the inside of his cheek so hard that he tasted blood, he just kept running after his grandkids. Why did they have to be so fast?

Then the voice changed again into one that was deep and sure. It was the voice that made Wes Green into a leader of his people even though he'd barely ever seen his home. _What is it, old friend? Do you really think that you still have options? Or that you were the only one who could tell lies? Did you really think that I meant it when I said you could bring them to me if you had to, that my people would protect them? Why would I risk a single one of us to protect a skinwalker and a witch? The blood you gave me doesn't bind me to you or them and you know it. You said it._

"I didn't - " Max started before he bit down again and kept his eyes on the flashes of violet light that were getting brighter even as the fog got thicker and his mind raced back. He could almost feel the needle in his arm and see the blood running through the tube from him to the man on the ground as the medics worked on him, hear the music in Wes's words as he said the old words that made them blood brothers and taste the laugh in his mouth as he told the Navajo man not to make it weird. "Wes isn't you. He doesn't - "

 _You can't hide them both, Max. Not from your people or mine. Not for much longer. Give me one or you'll lose them both._ His wife's voice said again, and then there were a thousand laughs.

Then he heard a voice that mattered as he finally burst out of the road and into grass that hadn't been cut in so long that it reached his hips. "Hey! Get your own dweeb!" Heatblast roared as fire erupted and the two cultists who were trying to circle Gwen went flying in burning robes and then he turned and went nova on the fog.

Gwen didn't shout anything from her spot a dozen steps away from Ben as she swept the feet out from under the cultist that was stupid enough to charge right at her. She looked so determined, but it didn't hide the way she gasped or looked over her shoulder before she even finished moving. It didn't stop her springing back up to her feet and driving the back of her heel into the man's face as he tried to get back up. He didn't try _anything_ after that and all her moves were perfect, but Max saw her face turn white as her eyes darted to her cousin before the fog closed back in and her control finally broke. "I won't! _Shut up! Shut up! Adfishio Potentia!"_ Max heard her shout and then the fog boiled as three thick streams of mana cut into it.

The fog _everywhere_ boiled as the mana and the fire reflected in it over and over. Max heard a knife hit the pavement behind him and he spun. There was another cultist there, a huge man who was looking up with awe as the black tattoos on his face changed color.

As violet and orange light flowed through the lines.

"No," Max whispered as he shot another fool who was trying to be sneaky and get behind them all. "No," he repeated as he spun back. "Stop!" He shouted at the two as he ran and the thing in the fog started to laugh with every voice it ever pulled from anyone's mind. "Kids, stop! You're just giving it what it wants!"

Heatblast stopped at that, but Gwen didn't. She just poured and more mana into the fog. "Gwen! Pumpkin! Stop!" Max shouted at her as he finally ran out of road and hit the overgrown field that the kids were standing in. The weeds and bushes tried their best to stop him as he ran for the girl.

 _Too late._ His own voice said in his ear with a laugh he'd never made as the as almost a dozen violet orbs burst to life high in the fog. No, not orbs.

Eyes _._

 _I'm going to have so much_ fun _with the kids_ , his own voice erupted from out of the sky as the orbs looked down. _I'm going to show them things they never even dreamed of, and you'll get to watch as their summer goes on forever, Max!_

"Gwen!" Max shouted again as the girl finally appeared out of the fog, ready to tackle her if he had to. He thought she'd still be white faced and frozen by whatever it said to her, but she wasn't.

The girl was pale and he could see the sweat running down her face, but she wasn't frozen. Her head was darting everywhere as she poured in more and more mana. Then she froze and pointed as she shouted, "There!"

Something else glowed just a bit further down the field. It glowed even brighter than the ten orbs above and it had to because the fog seemed solid around it. Like the thing was trying to hide…

"Doofus!" Gwen shouted as she dropped her hands and ran for the orb.

Heatblast took to the sky with a relieved shout of, "Finally! Something I can break!" Max felt so slow as he caught on, as he realized that they were a dozen steps ahead of him, but that had been true ever since they'd learned how to walk

 _No,_ his voice echoed out of the fog and this time the panic was real. _Kids, stop! You're just giving it what it wants!_

Max didn't shout, there wasn't any point. If the thing was right then the kids weren't listening to him anyway, so he just fired a shot at the glowing thing above the field even as he ran towards it. He hoped that his grandkids got the message as more cultists poured out of the thick fog.

Cultists that they just bowled right through. Cultists that Max picked off without a thought if any of them even looked like they were going to get back up. The alien pistol in his hands barely even got warm before he got the last one, but that didn't stop him from looking for more.

Ben must have, because he let out another fiery burst that cut through the fog and when that was gone Max saw what they were guarding. Not the altar that was just a table that they'd dragged out of some building or another and thrown a garish purple cloth over, but the _thing_ that was sitting on top. Something that looked like it was made out of stone or wood that almost looked like a whale with legs. It had the same rune-shaped lines carved into it that were tattooed into the cultists and they burned with the same violet and orange energy.

Or they did until his grandchildren took aim and the thing in the sky started to scream.

Scream in his wife's voice, scream even as it burned. _You won't be there when they need you, Max! You never are! They'll die screaming for you just like I did! You'll -_

Max _made_ himself block out the words as the totem and the table both disappeared in a river of fire and a wave of mana and then it seemed like the whole world screamed.

Then there was a blinding flash of red light and it was over like it never was as the fog and the voices just vanished. Fire and the mana cut into the air and grass before anyone even realized that things had changed and the kids looked stunned that it was over when they stopped. Max stared at them as he listened for the sirens in the distance that didn't come and the Plumber in him wanted to grab them up and run.

It was the part of him that made him drive across two dozen states in twenty-some days. The part that wouldn't have let him stop except Gwen was suspicious enough already and the running wouldn't matter anyway. Not if…

But for right now none of that mattered.

Not when a flash of red light washed it all away. Not when his grandkids were right there. The pain in his knees didn't matter either after that, he just rushed across the grass to them. Ben reached Gwen first and he tackled her in a hug that would have sent them both to their knees if Max didn't catch them both and pull them against his chest. He had so many questions, but there was only one that he needed answered right now. "Are you two okay?"

They didn't answer, but they didn't try to shove away, either. Not even Ben, which should have been a worry, but Max wouldn't say anything. Not now. No one said a word for a long time. He just held them both close and tried not to think about how he could feel them shaking under his arms, or maybe it was just him. "I'm so proud of you both," he said, and the words weren't enough. They never were, but this time he didn't care what kind of face Ben made as he ruffled the boy's hair.

"Grandpa!" Ben shouted in a disgusted horror as he pushed away and shoved his hands through his hair as Gwen and he laughed and Max knew that at least some of his grandson's reaction was just for that. The boy could act as outraged as he wanted, but he couldn't his the way the corners of his lips twisted up as he watched them.

"All right, Sport. I won't do it again," Max said, half of it a promise and half of it just playing along. Then he looked down at the girl in front of him and bit back worry as she glared at the torn sleeve of her blouse. "Are you - ?"

"I'm fine," Gwen muttered as she glared down at her arm and the new hole in the fabric that should have been covering it. "Those jerks acted like I'd stop fighting just because they grabbed my arm. Creeps. I _liked_ this shirt."

"I'll buy you another. I'll buy you a dozen," Max promised with a laugh. A real one.

"Of the same one?!" Gwen asked in mock horror. "I'm not the doofus! I don't _have_ to wear the same shirt every day!"

"Hey! I'm up and playing video games while you're still staring in your closet, Dweeb! Ben said as he brushed off his white shirt with black stripes and smirked right at her. They were trying so hard to start a fight, but Max could see the looks that they were shooting at each other and the worry in them.

It hurt to see that look in their eyes, which was why he did his best to hide his own. It was why he made himself smile as he looked at them both. He wanted to ask if they were okay or if they wanted to talk about what that thing said to them, but he could tell that they wouldn't just from the way Gwen set her jaw and Ben rolled his eyes when he looked at them, but he had to try. "If you two need to talk…"

"Grandpa!" Was all the answer he got and expected, but he'd keep his eyes on them. So he asked the other question just so his granddaughter could preen just a little. "How did you know?"

"About the totem?" Gwen shrugged as she pulled her spellbook out of her pocket with a smirk. "This said that things like that need some kind of focus before you can talk to them and I could feel _something_ sucking up all the mana in town. So I followed the drain because I _knew_ that the doofus would be in the middle of any trouble. Then things started going boom and he proved I was a genius. Like always," she said as she grinned at Ben and patted her own shoulder.

Max tried his best, but he couldn't help his frown as he looked at the book she was still clutching in her other hand. The purple cover looked so harmless. Heck, it almost looked tacky with the gold borders and design, but… "That book tells you how to talk to…?"

Gwen's eyes went wide and she shoved the book back in her pocket. "Just like a page or two! And most of that is about how bad an idea it is!"

"Gwen…" Max said and he almost reached over to take the book away so he could burn it somewhere. Almost. If she was anyone else, if they had normal lives he would have, but they didn't.

Thanks to him.

"Busted!" Ben said with a laugh as he walked over and punched her shoulder.

Max couldn't help his wince any more than he could his frown. "Ben…" he sighed as he reached up and pinched his nose as he got ready for the fight that was coming. Words were bad enough, but once it got to shoulder punches...

It had been such a good summer, too. They were three weeks and the two of them hadn't had a single real fight. They'd barely even had any arguments that didn't involve food or where they wanted to go next. If he hadn't run a quick DNA test…

Max was ready for shouting, but not for the laugh that cut through the town's square. "Grandpa's just worried, Doofus. It's okay to admit that you're worried, too," Gwen said with an evil look in her eyes as she turned. "I think it's _sweet."_

A look that Ben saw, too, and it sent him running. "Stay away from me!" he shouted over his shoulder, his face burning already. "Grandpa! Make her fight fair!"

"Chicken!" Gwen giggled as she chased after him. "I just want to say thank you!"

He let them chase each other around the square - with Ben somehow staying just ahead of her - until they circled back and then he grabbed them both by the shoulders. They only fought for a moment more for the show of it, but he was used to that. He would have been worried if they didn't. "That's enough. Time to go," he said as he led them back to the Rustbucket.

They were back on the street before they stopped complaining about going, and the Ben turned and asked his cousin the one question that Max hoped he wouldn't. "So, what did the Poodle say to you?"

"Poodle?"

"It's loud and annoying, but it can't really do anything," Max explained for Ben, but he couldn't explain the dark look that the boy gave him.

A look that turned almost feral when Gwen grinned up at him and said, "That's pretty clever, Grandpa." Then she shrugged. "The usual. Honestly, I think that she's in my math class. What about you?"

"Well, she knew that I'm the hero of heroes," Ben finally said after he stopped glaring and started to strut instead. "So she was a jerk, but she can't be all bad. She knows that I'm the man, the myth, the - What's with you?"

"Hero of heroes?" Max asked with a shake of his head as he ruffled the boy's hair. "The things that you come up with, Ben. " And then he walked right into Gwen, who was just staring at Ben with huge eyes and a white face. "What's wrong, Pumpkin?"

"How - " Gwen croaked out as he reached out for her and it was all he could do not to yell at Ben because he saw the boy reaching out, too, and he couldn't even imagine what kind of trouble he was planning. And then she shook it off and grinned. "How can you stick that much ego in one head, doofus? Hero of Heroes? Really?"

He saw Ben blink before he snorted. "I like it. Hero of Heroes and King of All Dweebs!"

"You're no king of _me,"_ Gwen sniffed. "You're not even the king of Sumo Slammer." Ben's mouth dropped at that and Max had seen the boy take punches that didn't stun him as much. Then he looked at serious as Max had ever seen him as he grabbed his cousin's hand and almost yanked her arm off when he started to run before she started running, too. "What are you doing, Doofus?!" She half yelled and half laughed at him.

"That's King Doofus to you!" Ben shouted back. "You'll see!"

\- o - o - o - o - o -

**Seventy-Five Minutes After Contact**

Max listened to Ben ramble and trash talk and Gwen sigh and tease him right back as he drove and he counted his blessings.

Somehow he'd gotten them away from that _thing._ Somehow they'd let everything that it said just run right off their backs instead of chewing on it like almost anyone else would have. He was sure that Ben would be okay - and for once he just grinned at all the notes that his grandson brought home from school complaining that he didn't pay any attention - but Gwen…

"That's a cheap move, doofus!" he heard his granddaughter shout and slap the table and that weight disappeared from his chest, too. Good. He was sure that he'd have to keep his eyes on her, especially after how she reacted to those girls at the start of summer.

Maybe he could sleep tonight. He'd try, after…

No. No, they didn't _have_ to drive into the night tonight. For once Max didn't feel that itch at the back of his neck telling him that someone was watching. The only people who even _knew_ that they were in the state had gone away with the thing in the mists and he didn't feel any pity for them. They chose their side.

They tried to hurt his grandchildren.

So for once they didn't have to outrun the news, which meant that when Max saw the gaudily decorated store next to the gas station up ahead he didn't feel the least bit guilty for stopping even though the tank was still plenty full.

Marilyn always could catch his eye, but it was the posters set up next to her so that it looked like Bruce Lee was fighting Godzilla to save her that caught his attention. He just wondered who was going to win this fight as he pulled over. The second the Rustbucket stopped he turned to wave the checkered flag.

Or he tried to, anyway. He would have done it, but…

"I knew I shouldn't have put away the camera," Max whispered to himself with a grin when he saw the sight waiting for him. He never thought that he would ever see the day where Gwen would let her cousin use her as a pillow again. He didn't even want to know how his grandson convinced her to and Ben was taking full advantage, even if it meant that they both had to twist up like a pretzels on the bench for the booth to make it work.

Max swallowed the ache that shot up his knees and his back just from looking at them, but it was worth it. Gwen was sitting there with her legs criss-crossed while Ben used them for a pillow and he didn't have a clue how the boy could even _see_ the TV with his knees drawn up like that, but neither of them seemed to mind. He was just about to ask who was winning when the TV let out the same electronic scream that he'd been hearing over and over again ever since they started driving and Ben just threw his hands up and cheered, "That's win number fifteen! Who's the king!"

"Yeah, yeah," Gwen sniffed as she glared down at the boy as he collapsed back down into her lap. "You just got lucky!"

"Luck?! Lucky Girl is really blaming luck after I whooped you three times in a _row?_! I haven't beaten anyone that bad since I punched Vilgax off of the _planet._ Were you even _trying?_ " He crowed, and then his grin turned evil and Max felt that pit of worry come back as Ben turned and eyed his cousin. "So… what did I win this time?"

Gwen scowled back, but there wasn't any heat to it or the smack she gave the she gave his forehead. "You already made me be your pillow for a game and got your cooties all over me! What more do you want?"

"You'd be _lucky_ to get my cooties!"

"Lucky?!"

"Speaking of lucky," Max broke in before this could get as bad as he knew it could once their eyes got _that_ look in them. He took out his wallet and held out a twenty. "I found a gas station with a video store attached. I was thinking that you two could pick out something new and get some snacks for a real movie night. I could even set up the projector when it gets dark and we can do it in style."

Ben's eyes lit up. "I get to pick!" he said as he shot up and grabbed the money.

"It's my turn, Doofus!" Gwen shouted as she scrambled across the bench. "You picked Wargames this morning! It's my - "

"This is what I won!"

Gwen froze on the seat before she sank back down. "Fine," Gwen groaned as she crossed her arms. That must not have shown her misery enough because she turned and threw her feet up on the seat that Ben just left and collapsed back against the window.

Ben smirked at her and leaned across the back of the seat until he was right in her face with a smirk that was going to get him in so much trouble one day. "Fine what?"

"Your _majesty,"_ Gwen said with a roll of her eyes as he straightened up and crowed. Ben didn't see her fingers go white around the controller or feel her eyes on him as he ran, but Max did and he knew where this was going before she even yelled, "You better get something I like!"

Max sighed because Ben didn't even _know_ how much trouble he was in now, which the boy proved a second later when he shouted back, "I'm not getting _anything_ with subtitles!"

"And fat-free popcorn!"

Ben gave her a look of horror. "You are _sick!"_ He accused as he jammed a finger at her and then dashed out the door.

Max watched it all with a shake of his head before he gave his granddaughter a look. "You know that he's - "

"Getting a horror movie and the grossest snack he can find?" Gwen finished with a wicked grin as her fingers tapped a beat on the controller. "I'm counting on it."

Grandpa nodded and made his way to the door himself. He needed to stretch and the sun looked so good after the morning they had. "I'll be right outside if you need something."

"I'll be right here. He is _so_ not beating me again," the girl vowed as she sank into the game and the way she grinned as she said that…

When she said that all Max could think of was the sickly sweet way that the little blond girl had said that to his Pumpkin a few weeks ago. He'd been hearing it a _lot_ over the last few weeks, he heard it every time he saw his granddaughter grin like that or his grandson tease her until she screamed and -

And he shoved Marci's voice away like he did all the others today. He _knew_ it was was just something mean that the girl had said just to hurt his granddaughter and there was no way that the girl meant what it sounded like. Not about his grandkids.

Verdona was right. He really did worry too much and he wasn't about to let it ruin Gwen's day. Not after she let out an evil little, "Oh… The Doofus is going to _hate_ that!" as she played.

Max just shook his head and left her to it. The sun felt every bit as good as he closed the side door behind him and just _stretched_ even as he kept half an eye on the video store. Especially after Ben circled the rusted old motorcycle that was just leaning against the side of the building before he went inside. It wouldn't have been the first time that Ben had gone to do something easy and then there was a flash of green light and mayhem, but maybe they got lucky or they just met their quota for today because the store stayed quiet.

Something itched at Max anyway, and it kept itching even as he went to top of the tank because he might as well. Then he saw the 3 in the price and his heart dropped to his feet. "Three times? Gwen's never lost… Gwen, Pumpkin!" he shouted as he turned and ran for the side door.

He yanked it open so hard that the little light over it blinked on for the first time in years and burned with a warning red, not that he cared. Not when the game's music and battle sounds blared out through the open door. For just a moment he let himself believe that she just got lost in her game.

That moment came and went in the time it took him to look left and see the empty booth there. Empty except for the controller that was just sitting on the table as the game played itself. He felt his panic every time his heart thumped and it took all of his training to shove it back down, but he did it anyway.

Panic wouldn't help anyone. He told himself that over and over as he made himself look. If he didn't, he never would have seen her hiding between the seats up front. Another moment came and went where he was sure that she was just trying to prank her cousin when he came back in and he wanted to laugh and yell all at the same time even as his heart

He wished that that moment had stayed. He wished that he didn't realize that she was facing the wrong way, and that he didn't hear the radio playing or see her fingers dart over the buttons and switches that filled the dashboard around it with a manic energy.

It took him four steps and her a half dozen buttons before he realized what his granddaughter was doing, and when he did his heart stopped dead. He didn't know _how_ she knew that sequence, but she did. She did it quicker than even he could have managed until her hand froze at the very end over the little switch that was hidden away under the steering wheel. "Whichwaywhichwaywhichway?" She said, the words almost a whimper.

Then she reached to flip the switch right.

"If you flip it that way then it'll take three of us to flush again until I can reset the system," Max said, and he made himself speak softly and make the words sound like a joke even though he just wanted to pull her away from the dashboard he could _feel_ how on edge she was even as he dug his fingers into the passenger seat headrest.

Gwen screamed anyway when she heard him and her green eyes were wide and frantic as she craned her head around so she could stare. "No!" She shouted at him as her hand darted to the left.

And the voice came back on the radio. Max didn't know a single voice he heard, but he could hear the exhaustion and frenzy in their tones. He'd heard men sound like that before. _He'd_ sounded like that before. "- _dug in along the whole left flank - !"_

" _\- bangers on every street!"_

" _Take the shot! Take the shot!"_

" _\- been hit hard in Gamma Sector! Medic down! Need - "_

Barely a word came through that wasn't lost in a sea of static, but it didn't matter. Each one made his granddaughter's shoulders shake harder under her powder blue blouse. "Gwen…" Max said again even softer as he reached out to turn off the radio and then pull her close.

Why didn't he scramble the frequencies before he went charging off after them? It would have only taken a second. If he had…

It didn't matter. He could still fix this. He could still explain. He was sure of it.

He was sure right up until Gwen grabbed his hand in both of hers and her eyes glowed violet as she glared at him. "No! No! I've heard you listening to this every night since we left! Every night!" She shouted at him, her voice echoing and frantic. "Who are they? Are they Plumbers? Are they - ?``she choked on the last question, but Max could guess what it was.

" _\- ell is that?! Command! Command, we need air support_ now!"

"They're no - ! It's…" Max started said, and he put every bit of confusion into those words as he could as his eyes went to the windshield and the green map that was splashed across the glass there, even if most of the light was lost in the sun. "`It's not the Plumbers, Gwen. It's… It started back when there still were Plumbers. this old girl was designed as a field headquarters and they never took the radio equipment out before I took her. At first I just used to it keep track of my old squadron. Everyone I knew was gone, but… And then, after it was dissolved I just kept listening. This is… this is the war in the Balkans. I know it doesn't do any good, but I listen anyway.

"I listen because I always hoped someone was listening for me," those words were so true that they _hurt._ And he saw watched as his baby girl looked up at him with eye so wide it was like she'd never seen him before.

And maybe she hadn't. He'd always hidden this from her, too. All of it except for that one story at Christmas. He watched her drop her head as she looked down at her glowing hands and shuddered. "I never - "

" _Liar_!" Gwen hissed at him before he could finish as she bounced up to her feet. Her hands never left his, but he could feel the heat in them even before they started to glow with the same unearthly light that filled her eyes. Eyes that glared at him. "She told me that you'd _lie._ She - "

Max's calm died at those words. "You can't _listen_ to it, Pumpkin!" He heard the desperate edge in his voice even before the little redheaded girl in front of him flinched, but he couldn't pull the words back even if he wanted to. "I didn't - " he tried, he wanted to make her understand, but he couldn't. He saw her shoulders shaking and heard her breath coming in ragged gasps and he just wanted to pull her into a hug, but when he tried she darted back. All he had left were words, and he'd never been good at words. "That's _all_ it does. It finds your biggest fears and - "

"It knew that Ben is going to be the hero of heroes!" His granddaughter shouted at him like the words meant something. "It knew - it knew that he's going to _leave_! That he's going to… He can't do it by himself! He can't do it and stay Ben! I have to - " the words were wild nonsense that he couldn't even try to follow and didn't matter anyway. They weren't anything compared to the panic that he could hear in her voice or the _pain_ when she whimpered, "It said he was going to leave again, and th - that I would - I would..." Her words echoed in on themselves as the lights flickered and the pans inside the stove rattled.

" - _mbers incoming! ETA 60 seconds! Duck and cov - !"_

" _Negative! Disengage! Disengage!"_ The man screamed the words over the sound of something that made the radio howl every few seconds. Sounds Max had heard only a few times on missions that had gone beyond pear-shaped. Somehow he kept his face still when he found out just how bad with the next few words. " _Air space not secure! Roswell! Roswell!_

"They're not," Max promised and words felt hollow as he stared at the girl he'd once held in his arms and listened to the radio at the same. They weren't ever enough. That's why he didn't use them. Not with his grandchildren or his kids. He did his best and let them think what they wanted and even when they thought the worst, it was still better than the truth.

Until it wasn't.

Gwen shook her head so fast that the mana erupting from her eyes blurred and her hair fell free from it's clip and fanned out over her face. It happened more often than not, but she always took care of it as quick as her mother taught her. Not this time. This time she didn't even seem to notice even as her hair spilled over her right eye. "If they weren't _Plumbers_ then why did that man think that Xylene had the Omnitrix?! Why have you been sitting up here _every night?!_ A - are they going to take Ben? Is that why - ?"

"They… they were just the last of us. The ones who volunteered to keep an eye on our old bases after the rest of us… That's all, honey. The Plumbers are gone. No one is going to take Ben. And I was listening to the radio because… because I've been right where those men are and I would have given anything to know that someone was listening. I know it's silly, but… but I didn't want you to worry or feel like… That's why I only tuned in when you two were asleep." When he thought that they were asleep. Max checked on them first. He always checked on them first. She must have been… Why did she have to be so clever? "No one's coming, Pumpkin. I won't _let them."_

"The Doofus - _Ben_ said that I'd never see him!" Gwen gasped and the lights around her eyes died as she closed them and she shook so hard that he was sure she was crying even before he pulled her close. "It sounded just like Ben and it said I would never see him again! That I would just _watch him go_ and - !"

"He's in the video store, Pumpkin," Max said into her hair. She'd grown so much in the last year that her hair brushed the base of his neck now and he barely had to bend over to hug her, but she clung to him just like she had when she was little and she had a nightmare. She did have a nightmare. He drove her right into it.

It was supposed to be a _joke._

Max wrapped his arms around her as tight as he could, as if it would protect her _now,_ and it tore him to pieces because he felt how small she really was in his arms. She filled any room she was in with her personality and her glare made monsters blink and she cried against him like the eleven-year-old she really was. Guilt made his vision blur, but he kept his voice steady as he said, "He's right across the parking lot, Pumpkin. We can go see him right now. The Plumbers aren't coming. He's okay. I promise."

He felt something soak through his shirt as her voice broke. "H - he sounded so sad and he said I'd never see him..."

"It lies. That's all that it does," Max murmured as he stroked her hair until she finally started to calm down, as the violet halo that went from her hands all the way up to her shoulders finally started to die out. "God, I was terrified the first time I ran into it, but all it can do is lie. You and Ben saw to that."

" - _port! Report!"_

Gwen shuddered at the words from the radio, and Max closed his eyes as she asked, "Why didn't you just tell me the truth?"

Duty. Honor. Those two words raced through his head as the words left her mouth. He'd sworn. And they were all important, but they weren't the reason why. Not really.

"I didn't tell you because I was selfish. I wanted you two to have a choice. I wanted…" Max thought and swallowed hard. "You're eleven, Pumpkin. I wanted you two to be kids. I wanted you two to have fun. I didn't…" He didn't want them to end up like him. He didn't want them to spend their lives fighting wars that wouldn't end. "Ben wouldn't… He was in such a rush last year. Trying to restart the Plumbers, acting like heroing was just one more game. I didn't…"

Gwen laughed and sniffed all at the same time. "We're eleven, Grandpa. Like they'd let us in even if they were still around." He knew that she thought it was a joke. He knew the second that she figured out it wasn't when she pushed away. "They'd - ?"

"Be kids for a while longer, Pumpkin. Just for me," Max begged and the words hurt.

He watched her brow wrinkle as she thought, as her hand pushed at a stray hair. "The doofus wouldn't wait a second, and he'd do it without _me,_ " the girl finished and her voice sounded every bit as fierce and sure as he was used to. Almost fierce enough to hide the fear in her eyes before she darted into his arms again and hid her face in his shirt. She shuddered again as he wrapped his arms around her, but this time she didn't try to pull away. No, she just snuggled in as she laughed and muttered, "That jerk," like the words were a joke. Max laughed anyway, he couldn't help it and it meant the world to him when she finally started to laugh, too.

Which made it all the more shocking when he felt the Rustbucket shift and heard Ben call out, "It's a good thing that you're laughing now, Grandpa, because you won't be after - " and then the laugh choked off and worry took its place even as Gwen pulled away. "What's going on?"

"Nothing, Ben," Max as he kept his voice and gaze level. Even if he'd never met his granddaughter before he would have known that she didn't want the boy to know that she had a bad moment just from the way she wouldn't look up. And he _knew_ his grandson. As much as he loved him, he wouldn't let the boy get away with teasing her for it.

Not when he knew what that _thing_ had done to trained soldiers three times their age.

Three times… He felt his heart break as he looked at his grandson as he stood there and clutched at the plastic bag in his hand. His left hand. The one that probably held a bad movie and worse food and had the galaxy's most powerful weapon strapped to it. God, the boy should be playing baseball in the park and teasing girls, not fighting monsters. Not facing down demons. What kind of world would expect that of him? Of them?

What kind of grandfather was he that he'd drive them right into it? .

"I was just telling him how you must have cheated," Gwen said as she finally looked up. If it wasn't for the barely visible lines under her eyes Max never would have guessed that she'd just been crying. If she could have met her cousin's eyes he never would have guessed she was lying. The fact that she was so good at hiding both now made him feel sick even as she grinned at her cousin. "But I got it out of my system and I'm ready to - "

Max barely saw a sign, but Ben just shook his head and snorted. "Come on, Dweeb. That was just _sad._ What's really - ?"

"- _ver thought I'd be glad to see MiGs overhead Command, but what the hell did they just_ fire? _It lit up the whole - "_ a man's voice broke in over the forgotten radio. Max spun around and killed it as fast as he could, but he knew it was too late. He waited for the avalanche of questions that was sure to follow and the plans after. Max sighed before his grandson could say a single word about being the perfect Plumber and him joining the family business. He'd had a year. He was _ready_ for that.

He wasn't ready for Ben's scowl or him muttering, "Oh, _that."_

"Ben…" Max tried, but the boy wasn't even looking at him. He kept going anyway because there wasn't any point in hiding. Not now. Gwen would just tell him anyway. "That's the - "

"Plumbers, yeah. Duh," Ben said and waved it off like it wasn't anything. Max had been trained by the best, but he still couldn't keep the surprise off of his face. Gwen wasn't, and she didn't fare any better. Ben saw it all and he actually looked hurt. Hurt and annoyed. "Please. You two try, but _I'm_ the ninja of this family."

"You are not! I am!" Gwen argued so quick that it had to be on reflex.

"You _think_ about it too much," Ben scoffed at her and Gwen actually looked offended. "I could have snuck in and out of the Rustbucket _twice_ before you decided to get out of bed last night."

"Could not!" Gwen shot right back as her hands curled into fists and Max wanted to say something to make them stop because he could _hear_ the fight coming. He could see them both almost shaking and he finally let himself see just how on edge they both were and realize what the marathon game and Ben using her as a pillow was really all about.

It was just supposed to be a joke. Just like when Vera said that they were magnets for this stuff. He just wanted to see the looks on their faces when he told them about the ghost town, not hand them over to that thing.

"So could," Ben said right back and then he got that smirk that made Max wince and Gwen glare as he dropped the bag he was holding and his hand went to the watch. He barely had to touch the dial before he slammed it down. " _But since you won't believe a word that doesn't come from out of the sky_ …" Ben said, his voice electrically distorted as it always was when it came out of Upgrade, and then the green robot melted into the Rustbucket.

"Ben!" Max shouted and his granddaughter echoed him and then they jumped apart as the green stain flowed through the floor between them before it overtook the dashboard.

" _Ben is right! Ben is always right! OooOOOooo!"_ Upgrade shouted down at them through the speakers in the ceiling before he started making ghost noises. " _You should listen to your king!"_

"You're no king of _mine_!" Gwen laughed. Somehow he made her laugh even though she looked like she wanted to strangle him. Somehow he always made her laugh and Max didn't know how. Then she raised her hand and whispered something that made sparks shoot out of her hand and into the green circuits.

The circuits flowed away from her and his head popped out of the radio, the circle that was his eye narrow. " _Ouch! Hey, quit it!"_

"You quit it!" Gwen shouted as she raced past Max with her hand out and more sparks dancing between her fingers as Upgrade vanished back into the dashboard and Max just shook his head as he watched them and fought a grin. Ben had the most powerful weapon in the galaxy on his arm and Gwen could rewrite reality at least a little and for all of that they were still kids.

Which was why he almost didn't warn Gwen about the circuits that were slipping through the floor behind her as she bent over to zap the radio again. Almost. "Gwen!" She froze but she still didn't see it. Not until it reached up and -

Gwen yelped as a spark hit her and covered her bottom with both hands. "Leave my butt alone, robo-doofus!"

" _Never!"_ Ben laughed through every speaker. " _It's a king's- Uh-oh!"_ Upgrade said as Gwen lunged at him and he flowed through the RV's ceiling until he disappeared behind Max. Max almost spun around when two things that felt like flippers grabbed his shoulders and the glowing circle that was Upgrade's eye and mouth peaked up from behind Max's right shoulder. " _Save me, Grandpa!"_

"No hiding behind Grandpa!" Gwen declared as she spun around with sparks flying between her fingers on both hands now. "Only losers hide behind Grandpa!"

Max laughed at the words, and that was the only reason he didn't notice Upgrade freeze. Not at first. " _Loser?"_ the Mechamorph repeated, the word almost lost in static, as he froze and the green lights in his circuits dimmed.

Max felt something that stank of mold pass by and laugh as he spun around. "Ben, she's just teasing. You _know_ she is. Don't - "

The alien that was made of green and white circuits slumped into itself before it straightened and the circle that made up his face in this form flattened out. " _No, she isn't_ ," Upgrade said and the words cut like a saw blade. " _Are you?"_

Gwen froze and the sparks got brighter between her fingers before they went out all together and she reached out. "Ben…" she tried, but Ben backed away and the look on her face when he did...

" _Don't even!"_

"Take it easy, Ben," Max said as he moved between them and he hoped that the thing _burned_ wherever it ended up for what it did to them. He knew their tells and he knew that this would be an ugly fight if he didn't calm them down now. "It's been a rough day and - "

" _Duh_! _It sucked for me, too! I was just…"_ Upgrade threw one of his flipper-like hands in the air and spun around. " _Forget this. I'm going out_."

"I'm coming with - " Gwen said and she took a step forward.

And froze when Upgrade waved his flipper of an arm at her. " _Nah. I got this_."

Gwen sucked in a breath and then she glared right back. "You promised!" She shouted at him and Max didn't know what that meant. He would have given anything to why she sounds almost hysterical, but he didn't. "You said that we were partners!"

"That's enough!" Max barked at the two of them even though he felt sick because he _knew…_ Not that it mattered if they'd been sneaking out and heroing. Not right now. He shook it off and tried to grab Upgrade by the shoulder just to make him stay put until he calmed down, but his hand went through the alien form like it was made out of clay. "Just calm down, both of - "

But they weren't listening to him. They weren't even listening to each other.

" _You didn't care about that while you snuck around watching Grandpa all night for the last three weeks! I don't blame you! Why would you want a_ loser's _help?"_ Upgrade asked over his shoulder, his voice an angry squeal of feedback.

"You're not - ! I don't think that you're a loser, Ben! I was just - No, wait!" Gwen shouted as Upgrade walked into the door and splashed against it, his circuits melting into the metal and then vanishing. Gwen charged and yanked over the door, but the alien was already across the parking lot and looming over the old motorcycle. "You know I'll chase you!"

The alien molded with the old bike, turning it from a rusted old pile of metal that wouldn't ever move again to something sleek and futuristic. " _Good luck!"_ It shouted back as its wheels squealed and then it was gone in a dust cloud.

"You doofus! I was trying to - " she screamed at him as she grabbed her mask and pulled it on as she jumped out. Her feet never hit the pavement. A violet platform burst to life under them before they could.

"Gwen! Don't you - "

"I have to smack some sense into him!" And then she was gone, too.

And Max just watched them both go. It wasn't what he wanted to do. He wanted to race up front and chase after them, to make them sit and talk, but he'd done that at the start of last summer when Ben had gone XLR8 and disappeared after they'd had an argument about something that seemed so important then and he couldn't even remember now.

He didn't remember it then, either. Not when he realized that it didn't matter how fast he drove, the boy was even faster.

And it took almost two hours before Ben found them again because he didn't know where to look. Max didn't know which of them took it the hardest or worried the most, but the boy didn't complain when Max pulled him into a hug as soon as he found them or when Gwen yelled at him for a solid ten minutes.

Chasing them would just make things worse. Staying put was the only the only smart thing that he could do. They always calmed down and came home and he'd be here for them when they did.

"Please come home."

He felt ancient as he closed the door and moved back to the driver's seat. As he sank into it and reached for the radio. The Plumbers wouldn't have anything, not yet, but he knew those two. They'd be on the police bands soon enough and he could keep track of them that way.

He'd be there in a heartbeat if they ran into trouble.

Max tried to tell himself that it was the best he could do when the phone rang. For just a second he thought about not answering. Then it took another second to bring the grin he didn't feel into his voice as he lifted the phone to his ear. "Frank! This is a surprise!"

" _Hi, Max!"_ His son said, and he sounded just a little bit nervous. " _Gwen isn't around, is she?"_

"No. Sorry. They wanted to see a movie and I needed to do some fixes to the Rustbucket so it all worked out." And if he sounded tired they already had an excuse.

" _And they haven't burned the theater down yet?"_ Lili said, her voice light as she laughed into her hand.

Max closed his eyes and thought that doing this should be hard, but it wasn't. It hadn't been in years. He even managed a chuckle as he answered, "Not yet, but the night is young. I'm sorry that she wasn't here to talk."

" _That's okay, Max. We'll call her back later. We wanted to talk to you anyway,"_ Frank said and he sounded so excited. " _We wanted you to be the first one to know, Dad. Well, third. Carl and Sandra were over to help us clean out the the library when we got back from the doctor and we all went out to dinner to celebrate and - "_

" _Frank,"_ Lili broke in and this time she didn't try to hide her laugh or the sounds that came next.

"The four of you?" Max asked with real surprise and a fond shake of his head when he thought that they were done kissing. He knew that Carl was helping out at the house, but Sandra? The two women used to be close, but that was years ago.

Lili hummed and her next words sounded like a tease instead of an accusation for a change. " _Sandra even behaved for once. Even if she was a little quiet."_

" _Lili..."_

"This must be big news," Max said as he turned the radio up just a little so he could hear it.

" _\- calling in a...a… I don't even know the code for this, Central, but there wasn't_ anyone _on that motorcycle! And when I tried to pull it over it made a face at me and went even faster and - Oh, God. It can't be. I just saw a little girl on a glowing carpet and… and I'm calling it a day, Central. I'm coming in."_

Max let out a little sigh of relief at those words. A sigh he swallowed as his son laughed and rambled, " _We got a copy of the ultrasound so you can see it when you get home, Dad, but we can't wait that long. I hope you like the name Kenneth."_

And for just a second the world went away. For just a second his grin was every bit as real as everyone else always thought it was. "You mean?"

" _I've got another Tennyson boy growing inside of me. God help us all,"_ Lili said with a giggle. His daughter-in-law giggled. He just faced down a trans-dimensional monster and that was the hardest part of the day to believe.

"Congratulations!" Max said and this time his laugh wasn't the least bit fake. He kept laughing even as he leaned back and just let the news wash over him because it felt so good. The only thing that would have made it better was… "You should tell Gwen. And Ben. They would love to know,"

It wasn't the first time that he'd told his son and daughter-in-law that and he knew that. it probably wouldn't be the last, but it was the God's honest truth. He could just see them both now. The shock alone would be worth it and they deserved some good news. They deserved the best.

He thought so anyway.

" _That Silly Bean fretted enough when she just thought I had a stomach flu,"_ Lili said, the doubt clear in her voice. And the decision. " _No. She would just want to come home and worry. Let her enjoy her summer. Kenneth will still be a couple of months away when she gets back, so she will have plenty of time to bond. Knowing her, I'll be stuck lying down on the couch for the whole time just so she can read to him anyway."_ The sigh was real, but it didn't hide even a little of the excitement or the warmth in her voice.

" _And I can't wait to see how big her eyes get when she sees the size of her mother,"_ Frank said and he burst out laughing. A laugh that ended in a grunt.

" _Frank!"_

"You deserved that, son."

" _Worth every bruise, dad."_

" _Another Tennyson_ man. _Just what I needed."_

"He's just what the world needs," Max said, his voice as soft as her laugh. The goodbyes were quick after that and his grin took forever to fade away as he turned up the radio and leaned back. He almost felt better as he reached down for the same switch that Gwen had just a few minutes ago, only this time he flipped it to the right.

The radio came back to life and immediately lost all of the static as an exhausted man's voice filled the Rust Bucket. " _-version worked, Avalon. All objectives secured before the Blood Pack could deploy the heavy weapons. The town's ours now. Fighting continuing, but Colonel Hallam is confident that his grunts can hold even with our casualties until reinforcements can arrive. He's deploying search teams now just in case there are more of those_ things _out there."_

Max closed his eyes at the words and let out a little relieved sigh at that. Then a woman's voice came back who sounded almost as good added, " _Roger Strike Team Alpha - Alpha - Gamma 3."_ There was a little pop of static after that and Max's hand drifted back to the controls as the Rustbucket went quiet. His fingers brushed were just brushing against the switch again when her voice came back. " _This is Avalon. Report Whisk - "_

There was a burst of static as he switched the radio back. Some of it stayed, but it barely held up when a man's awed and scared voice filled the RV, "- _bot just jumped out of a motorcycle and then this girl wearing a cat mask flew in and - and she's doing this freaky light show that's holding back the flames somehow while it pulls people out and - and you gotta call in Narcotics, Control, 'cause they gotta be making_ something _in that building, but everyone's seeing it and - hallucinations don't fight, do they? I swear that those two are screaming at each other like Jacob and his wife! "_

Max sighed with relief and shook his head as he called up a map. They were only a few miles and minutes away. Maybe… maybe their fighting was for the best. The always calmed down after they exploded at each other before. Maybe those few minutes would be enough time...

Maybe it would be enough for him, too. Enough that he could find the right words...

Words that wouldn't break his promises. Words that didn't involve his real job or the little boy who looked so much like the two of them that he could almost see the little guy sitting in the passenger seat already. The boy who he would take on a road trip of his own one day, who would would be spoiled by his sister and his cousin both, who Max prayed would stay out of his footsteps and that the world would just leave alone.

He let out a long shuddering breath as he imagined his Sport and Pumpkin out there, as he remembered every _word_ that the _thing_ told him today, every _lie,_ every _promise_ , and the looks on their faces as they ran away _._

Because of _him._

That was the thought that made him open his eyes and put the Rustbucket in gear. It wasn't the smartest thing, but he had grandchildren out there - grandchildren who needed their grandpa almost as much as he needed them - and it was past time to go get them.

 


	15. This Means War

**Chapter 15: This Means War**

_Madison Square Garden_

_New York, New York_

_7:55 pm, June 25, 1999_

Gwen froze the moment that they went through the doors.

Or she would have, anyway, if it wasn't for the press of the people behind them that kept her moving. She'd been feeling _something_ as they walked to the arena, but she didn't know what, but it was just that. A feeling. Once they got inside…

If it wasn't for the people pushing or Grandpa's hand on her shoulder she would have stood in the doorway wall day. She was sure of it. Grandpa kept his hand there as he guided her she barely even noticed that she was still walking as she looked _everywhere_ but right in front of her.

The worst part was that she wasn't even sure _why._

She'd been to concerts and exhibitions before, but none of them felt like _this._ None of them ever had the press of people that she felt now, with the endless noise of people talking and laughing until it wasn't even a sound anymore, but it was more than just the people. There was something else, something she was almost sure that she should be able to see if she just knew the right way to look for it.

Was this was the woman in the journal meant when she said she could _hear_ where she was? She didn't know, but she was sure that it wasn't a sound either. It was… it was like a feeling, or an energy. She held a shaking hand out because it almost…

It felt like she could fly if she could just touch whatever it was.

"Gwen, Pumpkin, are you alright?" Grandpa asked, and Gwen would have jumped if he didn't still have his hand on her shoulder as he lead her to a quiet corner. Gwen just nodded because she didn't trust her voice as she tried to _think_ and she remembered when she felt something almost like this, a sound that she felt more than _heard_.

It was a few weeks ago, when Grandpa was off getting the stuff that he called groceries and they _so_ didn't want to know, so they stayed in the Rustbucket and she'd been reading when the world went _mad_.

There was a beat that she felt right through the floor and a screech so inhuman that she fell off of the couch in her rush to get up. She didn't have a clue that guitars and drums could sound like that if you tortured them enough, or that it wasn't Hero Time as she scrambled back up until she almost ran into Ben.

Who was _earning_ his King of the Doofus crown as he rocked out on an air guitar in front of the Rust Bucket's sound system, the one he'd turned up to _eleven_ until she slapped her hand down on the dial.

Ben swore it was music, not that _that_ was the dumbest thing that came out of his mouth in the last few weeks. He swore the moves he made were dancing, too, and not just him trying to break his neck. She knew better about both.

But the air here almost felt like that 'music' did. Like it was a noise that she was feeling instead of hearing and she couldn't help shooting a look at the boy who was walking on the other side of their Grandpa. She was amazed that he was looking around, too, with eyes every bit as wide as hers was.

Almost like he could…

Gwen knew how stupid _that_ thought was the second Ben grinned and launched a series of punches and kicks into the air. "Do you _always_ have to be the most hyper one in the room, doofus?" she asked as she rolled her eyes and Grandpa just chuckled instead of telling the doofus to stop like he _should_ have.

Everyone else just tried to get out of the way.

Not that Ben _cared._ Not about the glare she added on a second later or any of the others that she'd given him over the last couple of days. So she shook her head and tried to focus on whatever it was that she felt instead of him, when the boy dropped into first kata and declared, "Defend yourself, Ronin!"

Instinct made Gwen crouch a little as she pulled her own left right hand back and hold out her left as Ben charged forward, memory made her grin, and reality wiped them both away as Ben went right by her and charged Grandpa instead before he launched his right hand out.

Not that she cared.

Grandpa didn't either. He didn't even flinched as Ben's fist closed in on him or look the least bit surprised when it stopped a half inch away from one of the flowers on his red shirt. No, Grandpa just raised his hands up and chuckled as he said,"Sorry, Ben. My dueling days are done," Gwen didn't sigh as loud as Ben did, but she still sighed, and then Grandpa looked right at her and added, "but I see a young samurai over there who could use some practice."

A sigh caught in her throat as her cousin gave her the same look that he gave pre-algebra the first time she ever tried to explain it. The lobby was almost too loud for her to hear what the doofus said as he stuck his hands in his pockets and turned away. Almost. "Pass."

Grandpa's smile died just a little. "Ben…"

"Just leave him alone, Grandpa," Gwen said as she turned her back on them both. She didn't need _him_ anyway. Not to have fun here or to practice her katas in the morning even though… She shook her head and turned away so she could focus on the energy that was itching at her, but that didn't stop her from crossing her arms and muttering, "He's just being a _jerk."_

"Gwen…" Grandpa sighed and she didn't have to turn to know that he had a hand in his hair. Then the man's voice brightened just a little. "We've still got some time until the show starts and it's been ages since I've been in the Garden. I still have the Shag Carpeting t-shirt I got a while back, but it could use some company. Come on, you two, anything you want. My treat."

Gwen eyed the booths that were set up everywhere. Most of them just sold posters - posters that looked just as amazing as the Sumo posters that Ben had hanging on his walls at home except these were better because the people and the moves in them were real - and t-shirts, but there were a few…

Her eyes settled on a Kimono robe that she could just make out on a mannequin in one of the stands in the distance. One that was her favorite shade of blue with a field of cherry blossoms scattered around the bottom half and it almost looked like the real ones that Mrs. Yamamoto wore sometimes except the hem ended at the knee instead of going all the way down to the floor and it didn't matter. It still looked just as elegant.

After that, she tried to figure out what the doofus would be drooling over because she _knew_ him. For all that he made fun of her for shopping, he was the one who always went _nuts_ when Grandpa found a flea market, and that was over old _junk._ This stuff…

There was even a booth that had swords! A part of her was _terrified_ that he'd see them, but if it meant she could get that robe...

"Nah," the boy muttered instead and Gwen forgot all about the stuff as she spun to face him. Ben wasn't _even_ looking at anything except the Watch on his wrist, the one that Grandpa told him he couldn't touch tonight. "It's bad enough that I gotta be here, I don't need to remember it." Ben muttered as he kicked at the ground. Then he shrugged and nailed her with the glare she'd been trying to give _him_ as he spat out, "You two do whatever you want. I'm going up to my seat and catching a nap."

Then he just spun and ran for the stairs like this was _school_ and not an honor.

He was at the bottom step before Gwen even realized that she was standing there with her mouth open and she closed it with a sharp click. "I told you that we should have left him at home."

"We couldn't leave him in the Rust Bucket alone all night," Grandpa sighed.

Gwen felt a familiar smirk spread across her face and it fit like old clothes as she watched Ben disappear into the crowd. "I wasn't talking about leaving him in the Rust Bucket."

"Gwen…" Grandpa sighed again as he pinched his nose and she tried not to feel guilty. She almost managed it, too - she'd had plenty of practice over the last few days - and then Grandpa played _dirty._ "I know that you don't mean that. I know that Ben doesn't either."

"Like heck I - !" Gwen started to shout before she remembered where she was and felt people starting to look.

Including her Grandpa, who had the only look on his face that was worse than _that_ one. "I wish that I'd burned that _thing_ thirty years ago and every day after just for what it said to you two, but I can't," Grandpa rolled right over her protest. "But you've been glaring at and ignoring each other for days now and I want to know, do you feel any better yet?"

"Better?! I feel - " Gwen scoffed as she flipped her hair and a dozen brags were right there, and they all melted under Grandpa's eyes until she hung her head. "No," she admitted in a whisper.

"Try. Try for me," the big man all but begged. "It doesn't even have to be anything big."

Gwen swallowed the lump in her throat and looked up. Her eyes took in the stands and she finally nodded at one that sported a giant white cup mascot that she knew way too well. It all started a few months ago and they'd both been too hyped to sleep after they went out heroing. Too hyped and too thirsty, so she dared the doofus to go into one of the all night places and get them milkshakes. He only got chased out of three all night places before they found a stand where the guy at the counter didn't even blink at a bright red alien with four arms - which was probably because the whole place smelled like some of aunt Sandra's incense - but they didn't have any milkshakes, just smoothies. Her blueberry was okay, but there weren't words to describe the strawberry and spinach one Ben ordered.

She was sure that he got the grossest one he could just so he could dare her to taste it, but then he finished it anyway even after she gagged and it was all over after that. They'd been back a half dozen times since, enough that the clerk didn't care about her mask any more than he did blue dinosaurs sitting on the picnic tables that were scattered outside. She ground the toe of her shoe into the floor as she admitted, "He likes smoothies. The weirder the better and I blame _you_ for that!"

The _doofus._

"I always knew that the boy's a chip off the old block," Grandpa said and he sounded so proud instead of horrified like he _should._ "Come on, let's see if we can find something new for him." And they did, even if what she ordered got her another look, one that the big man usually saved for Ben. "Lavender and lemongrass?" he asked, and she could hear the suspicion in his voice.

"He'll love it!" Gwen swore with an evil cackle as she picked up the cup and hurried for the steps.

"All right…" Grandpa said as he followed behind her as if he hadn't gotten a blueberry and wheatgrass one for himself and Gwen just ignored the doubt in his voice as she felt the doofus's drink freeze her hands. It wasn't much, but…

But maybe it would be enough that they could talk - really talk - even if she didn't have a clue what she was going to say besides yelling at him for breaking his _promise._ They were _partners_ and they…

They…

 _I'm going to leave,_ the thing whispered behind her, and Gwen never knew what was worse, when it sounded like her doofus or the jerk he'd grow up into or how sad they both sounded and it kept switching between the two. _You already know I am. And it's all because of you. Because you aren't brave enough._

She thought…

She thought it meant that she wasn't brave enough to stand up to Grandpa about the voices on the radio, but what if…?

Gwen froze and ignored Grandpa and everyone behind him as she turned to look at the mat and everyone racing around it for the show that was about to start. Maybe it would be enough that he'd actually watch the greatest karate masters in the world show off with her. Maybe he'd even start to practice with her again, and if he wanted to work in some of the moves that they were about to see...

Maybe…

Maybe was a _start._ "Not _brave enough?!_ I'll show _you,"_ Gwen hissed as she started racing up the steps again.

They were still six rows away from theirs when she heard Ben laugh even over the noise of the crowd. "See? He just needed a minute to calm down," Grandpa said behind her. Gwen didn't even answer, she just kept going with a grin of her own.

And stopped dead when she saw Ben grinning at the girl in the seat next to him.

A girl about their age with long blond hair wearing a pink dress who had the kind of smile that no one ever had when they were talking to her doofus. "Your Sensei really doesn't care? I wish… If I have to hear how I'm not _really_ interested in Karate one more time just because - !"

"Care?" the doofus laughed again as he cut her off and Gwen only relaxed her hold on the cup when she felt something cold drip on her hand. "Everyone knows that the best fighter in our dojo is - "

"Ego much?" Gwen muttered to herself. Ben, the best in their dojo? The best in his belt, sure, but the dojo? "Please."

"Hey, Sport!" Grandpa said, his voice booming, and they all jumped. Gwen didn't even try to hide her glare as Ben spun around and he gave her a wide eyed looked before he glare right back at her. "We got you a smoothie. Gwen told me - "

"Here," Gwen interrupted as charged down the row and shoved the cup into the doofus's hands.

Ben barely even seemed to notice it. She was amazed he didn't drop it as he sat there and blinked at her. "You - "

"Grandpa _made_ me," Gwen bit out as she sat down next to him because she _had_ to. Because Grandpa was already sitting down on the other side of her and she wasn't about to give Ben the satisfaction of asking, of _running._

"Ben?" The blond thing asked and she sounded so polite and so nice that Gwen just wanted to grab the smoothie back dump and dump it on her pretty blond head. "Who are they?"

"Oh, that's my Grandpa!" Ben said and Gwen could hear the pride in his voice. So much that it even lingered as he added, "And that's Gwen. She's the - " Ben started and then he stopped so fast that he should have bitten his tongue. Gwen glared and waited and she swore that she saw the corner of his lip twitch up before wave her off and turned back. "She's just my dweeb of a cousin. She doesn't even _like_ karate. Grandpa made me bring her. Just ignore her."

Gwen felt each word like a thunderclap in her head and she wanted to scream at him, but he didn't _deserve_ it. Like she even cared. Like she even _noticed_ them leaning in close again or the look that the girl was giving them both before she said, "Maybe _your_ Sensei would tell me the right way to do a roundhouse kick. I keep trying but I always end up on my butt."

"You're kicking too hard," the doofus said like he _knew_ and he probably thought he was being _charming. "_ You gotta be a master of balance like I am!"

Gwen sank deeper in her chair and tried to ignore them both. _He's going to leave,_ the thing's words came back to her as she crossed her legs and started kicking her foot. Of course he was. She didn't even know why it was a surprise, or why she even bothered to care.

Or why it bothered her that the girl was looping a strand of hair around her fingers over and over again as she laughed when Ben said something that proved how smart he really was. All the stuff he wouldn't even known if _she_ hadn't told him. And the blond girl sounded just as intelligent. They were made for each other. _She_ could watch out for him when he was playing hero.

It would serve them both _right,_ Gwen thought as she touched her own hair for just a moment before she let out a hiss and crossed her arms again.

Gwen heard the crowd stand and cheer, but she didn't move. "Isn't this amazing, Pumpkin?" Grandpa asked as he sat back down and then he hit her with a mock glare. "I better not catch you two practicing that kick. Not until your Sensei says it's okay."

"You don't have to worry, Grandpa." Gwen couldn't copy a move that she didn't see and she knew that _Ben_ wasn't paying attention. Not when he was drooling all over the girl next to him. Not when he kept glancing over his shoulder at her just to make sure that she was watching just so he could rub in how little he cared.

Karate was supposed to be _their_ thing.

She was such an idiot.

Then blonde girl who might as well have been Marci - and _what_ was it with him and evil girls? Was he going to start drooling over _Charmcaster_ next? _-_ wrinkled her big nose and asked, "What are you _drinking_? It smells like..." After Ben took a sip of the drink _she'd_ gotten him.

Ben made a little face as he let go of the straw and held out the cup so he could study it. "Beats me. It tastes like lemon and perfume, though. I think that my cousin is trying to poison me." He laughed and then he said the same thing he always said when he got a new flavor. "Do you wanna try?"

Gwen dug her fingers into her arms as her foot went still _._

"Sure, why not?" The - the - the _slut_ said before she leaned in for Ben's straw.

Gwen ground her teeth together as she turned her head away and glared at Grandpa's shoulder because he never… And she wasn't an _animal._ She used her own straw! She never even _thought_ about…Besides, The doofus always acted so grossed out by her, but he'd let a _stranger_ that he just _met - !_ She was just about to scream when the best thing in the world happened.

She felt drops of smoothie hit her arm.

"Ben!" She raged as she spun around, sure that he was flicking the goop at her. Then she froze as Ben sat there with smoothie dripping off of his face and chest even as his cup slipped off of the purplish gunk that covered his lap and hit the floor. "You - "

The blond girl let out a shriek as the gunk dripped off of her, too, and shoved away from the dork. So did everyone else around them who was caught in the splash zone, but none of the surprised gasps and shouts matched the one that Gwen heard the doofus make as he jumped to his feet and tried to push the freezing cold stuff off of his lap and it _so_ didn't work. The gunk just smeared all over his pants and stained the white parts of his shirt the same purple as _everyone_ stared. They stared and went so quiet _._

Until a giggle cut through the silence.

Gwen didn't even know that it was coming from _her_ until Ben spun and stared at her with a bright red face and eyes so wide that they looked like saucers and that only made her laugh harder because the doofus looked _ridiculous_. She laughed so hard that it _hurt_ even as it caught like the flu around them and everyone else joined in. She kept laughing even as she reached out for him, as she tried to say his name because she _knew_ him and…

And he proved that he was every bit the _doofus_ that she knew he was when he jerked his hand away and jumped to his feet. He was still dripping Smoothie and he didn't even seem to notice before he bolted the other way. The blond girl barely got her legs out of the way in time, which was more than most of the people in the row next to her could say. Not that Ben cared. He ran over them until he got out of the aisle and hurried down the steps on the other side.

And that was when it finally stopped being funny.

"Ben!" Gwen shouted as she got up and tried to chase after him, but no one would make room for her after he just barreled through them. She wanted to push right through them, too, or just fly, but she couldn't, and he was halfway down the steps before she made it through. She was screaming his name by then, but he never stopped and he never looked back. He just charged down the steps and the laughs and pointing followed him every step of the way.

"Shut up!" Gwen screamed at everyone, not that they were listening any better than _he_ was. "Ben!" she shouted again and again as she raced down the steps and he shoved his way through the doors at the bottom. "Don't!"

The doors didn't even have a chance to close before she saw the green flash of light, but it didn't matter. She charged down anyway just in case the Omnitrix did its usual magic and yanked open the door just a few seconds after he'd gone through it, but there wasn't anyone there.

There was just some trash floating in the air where he had just been.

Gwen stood there and stared until she heard someone stop behind her and then Grandpa puffed out, "What happened?"

"He…" Gwen said. "He dropped his smoothie and…" She stood there blinking as Grandpa stared at her. Then the crowd cheered behind them and she let her hands drop. Then she felt a bump in her pocket and she remembered. Her face lit up as she pulled out her phone and it only took a second to dial.

It took so much longer for him not to answer. Not that call or the next. He didn't even answer the emergency call that he promised he always would. Finally she tapped out. **So you dropped the cup. So what? It was only a little spill, doofus. Don't be such a baby. Get changed and come back. No one will even remember.**

And she stared at the phone that never buzzed back.

**You're missing everything!**

And that got just as much of a response.

 **Stop being a -** She started to tap out again when Grandpa wrapped his big hand around hers and made her stop.

"Let him cool down, Pumpkin. He's probably just sulking in the Rust Bucket."

Gwen stared up at the man who should know everything, including just how much trouble the doofus could get into, and she wanted to scream at him for forgetting all of that. Instead she yanked her hands free so she could type, but her fingers wouldn't work. Not with Grandpa's sad eyes on her. "But, what if - ?"

"Then your phone will pick it up and we'll hear all about it," Grandpa said as he folded her phone. "Give him a few minutes, Pumpkin. Come on. Let's finish the show and then we'll go look."

"But - " Gwen said, but she let her Grandpa led her back to her seat. The show kept going and the other girl leaned over and said _something_ to her _,_ but Gwen didn't know what. Grandpa answered for her and she heard just as much of that as she tried not to think about the empty seat next to her that was still dripping with purple smoothie.

People cheered and she knew that they'd be watching the tape of this the second she got back to the dojo and everyone would be asking her questions, but all she saw was her quiet phone.

Then finally, finally the show was over. It took another chunk out of forever to get out of the arena and even more time to get back to the Rustbucket. It took so long that she was almost dancing around Grandpa as she tried to get him to hurry, but he _wouldn't._ He just kept looking around like he thought that Ben was going to be hiding around the next corner and she just wanted to _scream,_ but it wouldn't help. Thinking would. Ben always needed her to do the thinking.

"He must have gotten smoothie in his phone and that's why its not working. He's gotta be out there _somewhere,_ so if we use the Rust Bucket's radio we can - " she babbled as her mind raced and Grandpa took _another_ eternity to find the right key.

They'd found Kevin in New York last year. What if there was another _thing_ out there like him? Ben didn't… God, he didn't _think._ Not when he was mad. They could be -

"Will do. And I still know a few tricks to this city, we just need - " Grandpa said as he pulled himself in. She could hear him trying to stay calm, as his own worry creased his brow. _Finally._ She jumped in after him and ran right into his back as he stopped dead just inside.

"Grandpa!" Gwen shouted at him and she came so close to shoving him to get him moving, but he was _Grandpa_. "I'll clean up whatever mess Ben made _later!_ We have to - "

"Look in his bunk?" Grandpa said with a chuckle.

" - I don't know, start a fire or _something_ , because he - " Gwen's rambled right over what the man said until until her mind caught up and replayed them. Then she stopped dead and turned.

And it was true. The doofus was right there. If she didn't know for a fact that he had a dozen of the same shirts and pants she wouldn't have even known that he'd gotten splashed because there wasn't a spot of sticky purple goop on him. She tried not to notice that the watch was red, but he was just lying there with a comic in his lap. "Ben?"

He didn't look up. Not even when Grandpa said, "You missed a heck of a show, Sport."

Gwen braced herself for the yelling at that. And the insults and whatever else it would take for the doofus to get it off of his chest.

She wasn't ready for the shrug. She wasn't ready for him just to flip the page.

"Grandpa and I got you a t-shirt," Gwen tried as she held up the bag in her hands. She hated every second that they stood in line, but Grandpa insisted that they get _something_ besides the ulcer she was sure that the doofus was giving her.

Grandpa thought it would help. It just got a, "Great."

The man gave her a look at that. Then he rubbed the back of his head and shook his head and he got a look in his eyes that she knew so well. The one that said he knew how to fix _everything_. Gwen grinned at it and locked her eyes back on the doofus as the world's best fixer said, "After tonight I think we could all use a little treat and I saw a Korean grocery store up the block. I'll be back in a minute."

Grandpa slipped by her and had his hand on the door before what he said sank in and she spun in horror. "What?"

Grandpa just looked at her as he repeated, "I'll be back in a second." And then he was gone with a click as he locked the side door behind him.

Gwen stared at the door and touched the phone in her left pocket and the spellbook in her right and she knew that neither of them would help her now. They wouldn't even get her out of the Rustbucket. So she turned and made her way back to Ben, one slow step at a time. "It - it was a great show, Ben," she tried and she lied and she waited for him to scream at her or throw a fit or even go hero again. She could deal with that. She could scream every bit as loud as he could and she'd chase him until the watch timed out now that the whole world wasn't in the way. She proved _that_ a couple of days ago.

Ben's face twitched a little and she heard the paper crinkle in his hands, but that was it. "I bet."

"I…" Gwen tried again. "It's a funny shirt. I - Grandpa saw it and he said it _screamed_ you. You're going to - "

He flipped another page and he tried to look so casual as he leaned back in the top bunk, but she could see the set of his shoulders. "Keep it."

"You're giving up on a free shirt?" Gwen asked and she tried to laugh. "Who are you and what did you do with - "

"Just stop," Ben said and he should have snorted the words or growled them, but he didn't. He didn't even sound like he -

Gwen froze in place, and when she felt her glare come back she didn't even try to fight it. She just crossed her arms and gave him her best one. Then she let out a little scream as she threw her head back. "Fine! I'm sorry that I laughed, all right? It was just… Like you wouldn't have!"

"That you laughed? You think I'm mad because you - " Ben chomped down on the words as a crunching noise filled the cabin and she looked down because he _finally_ sounded like him again. He was even grinning at her when she met his eyes again, even if the comic in his hand was a crushed mess. "Okay."

"Okay?"

Ben looked like he wanted to say so much more, but he just nodded as he tried to pull his comic back into something that looked at least a little like a book. "Okay. It was just an accident right? I'd have to be a real _loser_ to stay mad." Then he chuckled. Not much, but he did. "And it was a pretty good one."

"Yeah," Gwen grinned at him. "So we're good?"

"Well, give me that shirt first," Ben said with a grin of his own, "but - _oh yeah_ \- we're good."

\- o - o - o - o - o -

_Over Mallorytown, New York_

_5:25 pm, June 27, 1999_

" - there!" Gwen shouted as she pointed at the silvery thing and all of its spindly legs that caught the sun under them. She was so glad that they weren't anywhere _near_ New York anymore, because they never would have spotted the thing if they were. Not in that mess of huge buildings and filled streets.

Not until it was too late.

They so didn't have to worry about that here. No, the huge lawns and almost empty roads that were spread out under them in this little town almost made hunting the thing too easy. That and the long trail of smoking wreckage that the thing had been leaving behind ever since they saw it streak across the sky in a flash of light.

It and the other eleven just like it that crawled out of the same pod.

"I got it!" Stinkfly shouted back and dove so fast that they left her stomach in the sky a hundred feet above them. Gwen squeezed her legs tight around the bug's thorax and it almost felt like she was riding a horse again except for the exoskeleton.

That and the whole getting shot at thing.

The silver thing reared back on six legs as it brought up the front two and a purple laser burned through the sky at them. Gwen's fingers and mouth were already shaping the mana around them, but it wasn't for a shield. They didn't need it, Stinkfly bucked out of the way just like she knew he would.

Ben even got off a shot of his own at the same time, and the green goop he spat at the alien caught it right on the gun ports, not that the thing cared.

Not until it was too late, anyway. "Nice shot!" Gwen shouted as the things' front arms _exploded_ and the rest of it rocked back _._

"Spitfly goop! The stink for what's bugging you!" Ben cackled through the alien's mouth as he banked and brought them back around.

The alien death machine stood there frozen for a second, and she could see it studying the smoking ruin of its front legs before it skittered for the only cover around.

Which was a whitewashed church and it's beyond full parking lot.

"I don't think so!" Gwen shouted over the noise of the wind and the wings as she squeezed her legs even tighter around Stinkfly because she'd need both of her hands for this. She kept glaring at the thing even as she chanted and circled her hands around each other until a violet sphere filled the space between her palms and another burst to life around the machine.

The thing was bigger than any dog and smaller than her pony and she felt the strain as she wrapped her spell around it, as she poured more and more mana into the bubble she was building until it was so thick that she could barely see the thing through the violet glow around.

Which was when the _thing_ flipped out at being trapped.

Gwen couldn't see the thing as it jammed its knife-like legs into the sphere around it, but she saw the twin between her hands flare with violet lightning and felt every blow like a sharp needle jabbing against her palms. _Anyone_ else, anyone _sane_ would have stopped. "You're going to have to do better than _that,"_ she shouted down instead and she almost wanted to howl the words out so it could hear the challenge.

Maybe it did anyway, because the thing stopped and curled up in a ball right before it shot lightning _everywhere._

Gwen tried to bite down on the pain she felt behind her eyes, but a gasp must have slipped out because Ben looked back with one of Stinkfly's four eye stalks as he brought them around and they lost another hundred feet. The eye was so alien that she couldn't see the worry in that green eye, but she heard it in his voice as even as he tried to hide it with his usual _Ben-ness._ "You got this right? Or are you gonna tag in the hero?"

"Please," Gwen said as she grinned through the pain and squeezed her hands together. The ball of mana resisted for just a second before it started to shrink in her hands and around the alien machine all at the same time. They shrank so fast at first, and then she felt the sweat drip down her forehead as the thing kept fighting and more lightning burned at her spell and her hands both. That was when she growled and squeezed until an even brighter light burst inside both spheres as the one between her hands shrank down to the size of a marble and the one around the alien…

She stared down at the beach ball sized sphere that was just hovering over the grass like there wasn't a crushed ball of alien death machine inside of it. She held the sphere for another second, just in case. Then and only then did she let the mana go and lean back. "That's twelve!" she panted as she waved her hands back and forth just so she could cool them off.

"Diamondhead did it quicker," Stinkfly grumbled. "And he didn't get hurt."

"Please, doofus," Gwen smirked as she eyed her palms just in case before she smacked him with her right one. It would have worked better if he wasn't covered in an exoskeleton, "that hurt more. We caught them all, didn't we?"

"I guess," Ben muttered, and then he let out a laugh as he caught her feet with his claw-like hands and did a barrel roll.

"Ben!" Gwen screamed before she laughed and threw her hands into the air until he was done. Then she gave him another smack and she tried to sound so serious as she demanded, "You better land right now, mister!" but the giggle that slipped out in the middle of it didn't help at all.

"Fine!" Stinkfly said as he somehow rolled his eye-stalks and brought them down on the lawn right next to the still smoking monstrosity. He gave it a look with two of his four eyes even as the other two drifted over to her.

Gwen just smirked at his look as she set her hands on her hips. That lasted for as long as it took for her to look at the thing that wasn't crushed _enough_ to hide what it looked like. "Whoever made these things is _sick."_

Spiders? Killer death machines were bad enough, but who was evil enough to make them look like _spiders?_

"You gotta give them this, they knew how to freak out dweebs!" Stinkfly laughed and he only laughed harder when she glared at him. Then he waved one of his arms over at the church. The parking was full and looked almost normal, but the lawn around it so didn't. There were a dozen cars there with torn up grass behind them and their doors still wide open in their hurry to get inside.

The church's walls looked thick, but Gwen shivered because she already saw that it wouldn't have been enough even if it wasn't for the stained glass windows. If they hadn't found it when they did…

She eyed the shapes she could just see on the other side of the glass and sighed as she gave the big pest who was wearing an alien body a look and a wave of her hand. "Grandpa's not here, so if you want to take your bow…"

It didn't matter _what_ body he was wearing, Gwen would have known Ben's grin anywhere when she said those words. Stinkfly stood a little bit taller on his four legs and his wings buzzed, but they stilled before he took a step and his sigh filled the yard. "Nah. You do it."

"Really?" Gwen asked and she couldn't hide the disbelief in her voice.

Stinkfly shrugged and waved a hand. "I think that they've seen enough giant bugs for one day." Then his wings buzzed until they caught the air and he took to the sky. "You got this! Tell 'em and we'll go get Grandpa off that boat!"

Her grin didn't have anything to do with what she was about to do. She'd been so ready for Ben's sulk and so sure that it would last for _days,_ but if he was letting her take the bow already…

Gwen almost flew across that lawn.

The wood door was every bit as thick as it looked, but she didn't care. She only stopped for a second to have a shield ready just in case as Stinkfly settled on the edge of the roof right over her head for the same reason. She gave him an excited wave that he rolled all four eye stalks at, but she didn't care. She got to take the bow and Ben was finally maturing.

Her mother always swore that it had to happen sooner or later. The woman was going to be insufferable when she found out that she was right and Gwen couldn't wait.

She couldn't wait for the people inside to open the door either. She laughed as she banged hard and just wished that she was in her costume. Her blue jeans and green top made the heat bearable, but they so didn't scream hero. "It's okay! We beat all the alien things! You're safe!"

She heard someone unlock the door, and then it swung open just enough for a man with dark hair and a white collar peaked out with terrified eyes. Gwen sucked in a breath and her hand went to the windswept mess of her hair as she stared at the Priest. Then he blinked at her and opened the door wider. Wide enough that she saw more people huddling behind him.

They were the reason that Gwen grinned and threw her arms up like she just stuck the landing at a meet, but this time she so wasn't faking her grin. "Who's your - !"

Then a buzz tore through the air behind her and everyone screamed, even her. Gwen's shield spell blazed in her mind and in her hands as she tried to spin, but she wasn't fast enough. She felt something hit her butt as hands grabbed her by the shoulders and yanked her into the church even as she shouted, "Ben!"

But they didn't. The hands on her didn't let go either, even as she twisted against them just enough that she caught the barest glimpse of Stinkfly before he shot up into the sky, but she heard his laugh fill the air until the men by the door shoved it shut behind her with a heavy thump.

"Let - !" Gwen started as she spun around, ready to smack the hands off of her arms until she saw the priest there, his face white as he stared at the door and his hands shaking against her and her mother's voice screamed in the back of her head because ladies didn't even _think_ about doing that.

Not when the man looked so worried when he looked down at her and looked her over. Not when she was sure that he thought he just saved her life. "Are you okay? Did that _thing - ?"_

"I'm fine! I'm fine!" Gwen said to him and to everyone in the packed church behind him. They were all staring, pale faced and terrified, and she held up her hands to try and calm them down. "W - we got all the bad ones! That - he's not bad! He's just an _idiot_ and he thought he was - " The rest of the sentence died in her mouth because she didn't even have a _clue_ what the _doofus_ was thinking when he did that. Not when he _knew_ that everyone was scared. She put every bit of calm she could into her voice even as she pictured strangling her cousin. She turned to the two men by the door who were just staring at her with wide eyes and almost begged them to believe her. "You're safe!"

No one did. They wouldn't even meet her eyes and she heard the gasps behind her.

"We are safe in here," the priest agreed as he said every word slowly and softly as he turned her back around before he let go of her shoulders so he could take her hand. Not even _he_ would meet her eyes now and Gwen didn't know what else she could do. Not when so many people were shooting her looks and wrinkling their noses. "We're all safe in here. I'm sure that your parents are safe, too, child, wherever they are. You can wait here until they come and get you, but first we need to get you taken care of."

Taken care of?

Gwen wasn't… She shot a panicked look down at her clothes just in case, but she didn't see anything. No burn marks, no cuts, no blood. "I don't - I'm fine!"

"Good," the priest said with a smile that didn't go anywhere near his eyes before he turned away. "Alice, if you could…"

A woman who had hair even whiter than Grandpa's winced before she smiled and stepped out of the crowd. She took a couple of steps forward and held out her hand. "Come on, dear, I'll show you - "

Gwen pulled her hand away from them both and just stared. "I'm fine! Why are you - "

Then the woman sighed and lowered her voice as she leaned in close. "It's nothing to be embarrassed about, you're not the only one who had an accident today, dear. The bathroom's right over here. I'll show you. You get cleaned up and I'll try to find you - "

"What are you - ?" Gwen started again as she took a step back and finally remembered feeling _something_ hit her and felt the damp just starting to soak through the denim of her jeans. She went pale as she reached back for the seat of her pants with a hand that was shaking even before she felt the sticky goop there. She knew what it was even before she pulled her hand back and saw the green slime on her fingers.

The slime that used to stink so bad until she mostly got used to it.

Or she was, but it was all she could smell now. She stared at the horrible stuff as the woman took her other hand and tugged until Gwen followed out of instinct. They were through the door and in a quiet hallway when woman cleared her throat and said, "You weren't the only one, dear," the woman repeated in a gentle tone as she patted Gwen's hand. "Don't let their stares bother you. We were _all_ scared and don't let anyone tell you different. You're not the only one who needs a new pair of pants."

"What…?" Gwen asked as she finally looked up from the green slime, and her face started to burn as the words sank in. God, everyone in that room must have thought… "I didn't! I didn't! This is just… Stinkfly - !"

Why?

"I'm sure, honey," the woman nodded and smiled even as she wrinkled her nose again. Then she opened the door for the little bathroom and all but pushed Gwen in. "We were taking clothing donations and I'm sure I can find a nice dress for you. Just…"

"I didn't," Gwen whispered one more time as the woman turned on the light and closed the door. She stood there and stared at her hand as the spit cooled. She didn't say a word, not even when the woman knocked. All those _people._

She a hero! She wasn't a baby, she didn't…

How _could_ he?

A part of Gwen wanted to cry, the rest of her just glared at the spit even as the lights started to flicker. She kept glaring until someone knocked, and even then she stopped for just long enough to turn her head and shout, "I'm fine!" She was proud that the words didn't come out as the shriek that she could almost taste building up in her chest, and then the woman had to _ruin_ it by knocking again. "I'm - " she started and caught herself right in time. "She just trying to help," she told herself because the woman wasn't the one who she should be yelling at.

And it wasn't _her_ neck that Gwen wanted to wring. Ben was a _doofus_ and he'd never grow up and she didn't know why… .

The bulb burned bright and she somehow caught herself before it popped. She somehow took the breath she needed to let the mana surge and pass before she reached for the doorknob. "I'm fine. I'm fine. Just leave - " she started as she pulled open the door just a crack as she made herself smile like she should.

Then the words turned into taffy in her mouth when she saw who was on the other side.

"I'm sorry I _laughed,"_ Ben said and he had the biggest smirk on his face as he did it.

Gwen just stared. She didn't even see the pants he was holding until he tried to shove them through the door at her. "You're - ?"

"Sorry I laughed," he repeated. "So we're good now, right? Great. Come on, Grandpa's - "

"Good?"

The doofus had the _nerve_ to roll his eyes at her as he turned back. "Yeah. We're _even_ now, so come on! Get changed and let's get out of here and do something fun!"

"Even? _Even?"_ Gwen wanted to shriek the word at him, but it came out icy cold instead as she slammed the door in his face just so she wouldn't punch him. Even? Even for what? She didn't _do_ anything!

"Come on, Dweeb," Ben said, and she could tell he wasn't smiling now just from how soft his knock was at the door. "It's over. You got me at the Garden, I got you here. We're even now."

He wasn't smiling, but she was. She was even as she dried her eyes and glared at the door. He did this just because she _laughed?_ She shoved it all down and forced her mom's smile on her face as she opened the door, "Okay, Ben. You're right. We're _even."_

And with that she marched right by him.

"What?" she heard him say behind her, and then there was the slap of his big dumb feet as he ran to catch up. She was at the end of the hall before he did, and that was when he shoved the white capris at her as he all but shouted, "Here! Don't you want to - ?"

"I need a shower, Ben." Gwen shivered as she said that because the spit had soaked through her jeans while she was standing there and she could feel the cold wet go all the way down the back of her legs to her knees.

As much as she wanted to clean up and enjoy the way Ben just stood there with his mouth wide open as he stared at her, she still froze when she shoved the door open and everyone in the nave turned and stared again.

Even _Grandpa._

"Come on, Dweeb, you made your point," Ben hissed the whisper into her ear from behind her as he touched her elbow. "Just - "

"I'm not letting you ruin _two_ pairs of my pants," Gwen said under her breath as she slapped a smile on her face and met everyone's eyes just like her mor always taught her to and took that first step.

"I didn't!" Ben protested as he followed her out. "It's just Stinkfly spit, it's not like I - "

"Don't worry, Ben, we're _even,"_ Gwen said and she marched into the room before he could say anything else. She made her smile into a grin as she walked by them to the front door and she heard the gasps start behind her as everyone _saw_ what the doofus did to her again.

Good.

Even Grandpa gasped and he never did that. Her smile got a little less fake as he came running up with his hands already unbuttoning his Hawaiian shirt. "Are you okay? What happened?" he asked, worry in his eyes and the shirt in his hands as he tried to pass it over.

"Ben," was the only thing that she said as she walked right by the man as he stood there in his undershirt and went right out the door. It was the only thing that she needed to say.

It was all Grandpa needed to say, too, and Gwen almost screamed when the jerk shouted, "What? I was just getting her back!"

Almost, but she heard Grandpa sigh and quote as they hurried after her, "You should be careful, Ben. Wizards are subtle and quick to anger."

Gwen grinned at that even though she could still feel every eye in the church on her, and when the doofus snorted and grumbled, "Please. I can handle the dweeb."

When she heard that she almost cackled as she reached for the door handle. She'd show _him._

\- o - o - o - o - o -

_Ridge Park Square Mall_

_Cleveland, Ohio  
_

_1:25 pm, June 29, 1999_

 " - thought that you two were getting along better than this," Grandpa said as he poured melted butter onto the huge bag of popcorn that he'd bought.

"We are!" Gwen said with a happy chirp as she picked up the tray with their drinks.

"I know that he crossed the line yesterday, Pumpkin, but - "

"It was just some Stinkfly goop," Gwen said and it should have been hard to keep the grin off of her face, but it so wasn't. Not when she could see the doofus right over there talking to a bunch of other idiot boys who were all standing in the corner and wearing fake swords behind their backs. "It'll wash right out, Grandpa. I'm not worried about it."

Grandpa just looked at her. "He said he was sorry. And he's going to do your chores for the next couple of days."

"I know!" Gwen said with another happy chirp. _Because you_ _ **made**_ _him_ were the words she left out as she walked and felt the comforting edge of the book in her pocket.

Grandpa heard them anyway. "Please, Pumpkin. Just let it go. You were worried about him a couple of days ago…"

She was an _idiot_ a couple of days ago. "I'm just glad he's feeling better, Grandpa! We got the snacks, Ben! Are you ready?"

Ben looked at he and she didn't know what hurt worse, the fact that he was grinning as he talked to his friends or the way it flickered when he looked at her. Not that it _mattered._

"Who are your new friends, Ben?" Grandpa asked when the King of the Dorks finally came running over.

"They're the local Sumo Slammers club, Grandpa!" Ben said and he sounded so excited, but it didn't touch the scowl on his face as he stopped in front of her. She sucked in a breath as she braced herself. Or she thought she did, anyway, but nothing could have gotten her ready for his sigh as he pulled the tray of drinks from her hands. "I got this, Dweeb."

Gwen looked at him in surprise before she brushed her hand through her hair and gave him a little smile. "You _can_ be civilized. Who knew?"

"'Course I can. I just don't wanna," Ben said with a smirk that almost sent her scrambling for the tray, but he didn't drop it or try to shove the tray back at her. No, he just turned to Grandpa and added, "The guys said that there's a comic book store on the other side of the mall that's packed with Sumo and they're all hitting it after the movie! Can we go?"

"It's up to Gwen."

Which explained him taking the drinks. She _knew_ that he wasn't sorry. She brushed her fingers over the book in her pocket as she sighed and shrugged. "I _guess."_

"Yes!" Ben said as he started to turn and run. "I got some stuff in the Rustbucket I can trade and - !"

Only to stop when Grandpa caught his shoulder. "After the movie, Ben."

"I was just gonna tell - !"

"You heard Grandpa," Gwen said with a shake of her head and Ben sighed. Not for long, though, his face lit up as he grinned at the boys, who all shot thumbs up at him and cheered. That was what poked at her as they headed down the hall to their theater and made her ask, "How do you even know them? Do you talk to them online?"

God, she hoped so. That would just make this sweeter.

Ben blinked at her like he had a second head. "Those are all _your_ friends, Dweeb," he said with a laugh, but it wasn't a mean one. Just confused. She knew the difference.

She thought she did, anyway, but she looked back at the boys with the swords as they swung them at each other because they were _boys_ and _dumb_ and tried to figure out. They acted like Ben was their best friend already and they just _met?_ "Then how - ?"

Ben looked over, too, for a second before his eyes settled on hers and he just shrugged. "I went over and talked to them. It's not hard."

"I didn't say it was!" Gwen sniffed as she swiped her soda off of the tray and took a sip just so she had an excuse not to say anything more as she tried…

She _never_ understood how Ben and Grandpa could just go over and talk to people. Every time she tried it ended up in a mess of words that left her feeling even worse than she did before. Sure, it blew up in Ben's face sometimes - and once in everyone else's face, too - but…

But it must be nice.

"You _think_ too much," Ben said from out of nowhere and his voice cut right through the words in her head.

"I do not!" Gwen shouted at him. "And you don't even - !"

"Like I don't know when you're thinking," Ben scoffed into his own soda as he looked at her. "You get that little wrinkle right between your eyes and - "

Gwen shoved a soda chilled hand on her forehead and she _almost_ went running for the bathroom and the mirrors in it. Almost. "I do not! Grandpa!"

"Ben…" Grandpa sighed as he pulled open the theater door.

"I'm just - !" Ben started and then he glared at his soda even as he blew bubbles into it with his straw as he rushed through. He didn't say another word as they hurried to their seats, the ones right back against the wall, and she almost thought that he'd given up on being a doofus until he started to sit and added, "You do. That's your problem, that's _always_ been your problem," he muttered as he sat down.

"Like I'm going to listen to you!" Gwen muttered as she sank into the seat next to him because she _had_ to, because Grandpa was still trying to make them _talk_ and glared down at her cup instead. "You don't think at _all."_

"Then don't. What do I care?" Ben muttered as he stabbed at the ice in his with his straw. "But _I_ have friends."

"Ben!" Grandpa said, the warning clear in his voice. "Both of you, just stop!"

"We're _fine,_ Grandpa," Gwen muttered as she gave the doofus one last glare before the lights went dim and she could finally let her smirk out. She touched the book in her pocket again and started to say the old words as all the explosions in the first trailer stole the doofus's attention.

Well, _she_ was fine. Soon she'd be even _better._

The spell wasn't even that hard, she just never saw the need for it before today. She finished it before the the words **Three Kings** even faded from the screen. She felt the soft shift in the mana around them and she waited for Ben to jump, but he didn't. He just scratched at his shirt for a second as he gave her a look, but she pretended that she was taking another drink so she couldn't grin as she watched him out of the corner of her eye.

And then she forgot all about him as the bright colors filled the screen and a voice boomed down at them from the speakers set in the wall. " - _ifer_ _Nocturne_ is _Lauren Spade, the world's greatest scientist-detective! And this August she faces her biggest challenge yet in the Cat's Meow at World's End!"_

Gwen's hand didn't make it over her mouth in time and she _saw_ people turn and look at her as her excited squeal filled the theater, but she _so_ didn't care. Not when she saw the same symbol that was on all her best shirts fill the screen. "I forgot all about it!" she whispered and she tried so hard to remember that she was a lady and -

" _Twenty four hours, Chief? A girl can get a lot done in twenty four hours."_

 _-_ and she didn't _care._ About being a lady or anything else as she grabbed for her the hand rests of her seat and _bounced_ as she just stared with her mouth wide because...

"She's even cooler than she is in the books," Gwen whispered when the trailer finally ended with thugs kicking open a door and emptying machine guns into the lab she'd only ever read about. Beakers and computers exploded just inches behind a dark haired woman, who ignored them all as she ran and jumped through a window in an explosion of glass with her white lab coat billowing behind her. Gwen squeezed the hand rests even harder as the camera zoomed in on the woman's black catsuit and the familiar logo splashed across it before the theater went dark.

Gwen was moving the second the theater went dark. "Grandpa! Gran - " She barely got the first syllable out because she'd forgotten that she was sitting next to the doofus until she saw him staring at her. "Ben?" He kept on staring even as something else exploded on the screen and the fire caught in his eyes and she realized just how _huge_ they were.

And that was when she realized felt something twitch under the hand she still had wrapped around the hand rest between them. The one she could see he was reaching for, too, and she felt something warm under her palm as her forearm brushed the cool alien metal of the Omnitrix and...

And she was holding…

Gwen yanked her hand back as her face burned hot enough that she was amazed that it didn't glow. "Shut up!"

Ben's laugh sounded just as weird as he yanked his hand away, too, and bolted the other way. She still felt his eyes on her when he finally squeaked out, "I guess I know what we're seeing in August, Grandpa."

That finally earned another sighed, "Ben," out of Grandpa, but it wasn't enough.

"Shut up!" Gwen repeated as she tried to wipe his germs off on the seat next to her and she saw him do the same thing in the dark like _she_ was the gross one.

Jerk.

"Shut up!" Gwen repeated for the third time like the words were a spell even though Ben didn't do anything but grin at her.

If they were, then it didn't work. The little freak jumped in his seat and his eyes looked at everything but her as he whispered, "The show is for nerds, but - "

"It is not! Just because it was animated doesn't mean it's for babies! And the books are _so_ much better anyway and that's what they were basing the movie on!" Gwen bounced in her seat again as the words tumbled out of her. "The mysteries are always hard and I've spent whole _nights_ up trying to - !" Gwen bit down on the rest of the words as she felt her flush burn hotter and her eyes went to her lap.

He already thought that she was a dweeb. She didn't have to prove it by admitting that she always read and re-read the books before the big reveal just so she could solve them first. She even usually could, but she never did it with the same style. Babies? She'd be _lucky_ if she grew up half as clever as the Cat's Meow! She tried to tell him _all_ of that before she remembered all the other times she tried, with her parents and Grandpa and the kids at school, not that _any_ of them ever got it and she didn't even know why -

Besides, it was _Ben._ He'd never…

"Like I said, _nerds."_ Ben sneered at the word just like she _knew_ he would and she slumped in her seat. So she almost missed his shrug and his muttered. "But you hate Sumo, too, so…"

"No, I - " Gwen started, the words and the denial automatic because he _couldn't_ mean what it sounded like he was saying and she waited for the punchline.

Which never came.

"You so do, but you got Grandpa to bring us here, so _I guess_ we can see your movie, too. It'll be lame, but I can catch a nap if it's too _educational,"_ Ben said each word like they hurt, except for the last which he gagged on, but he said them and for just a second she almost….

He wasn't teasing her? He really would go see her movie, too? Gwen swallowed hard as her eyes went down to his shirt, not that she could really see it in the dark, but she didn't have to. She _knew_ what she did. And she knew how to undo it. "Ben! I - "

Not that he _listened._ "So just watch the movie and _try_ not to have another accident. I don't wanna miss a second of Sumo just because _you_ have to clean up."

Gwen's smile died at that and the evil little grin she could hear in his voice and a smirk took its place as she leaned back in her seat and got comfy. "Pass the popcorn, Grandpa. I think that this is going to _rock."_

\- o - o - o - o - o -

Which was more than Gwen could say about the movie. It wasn't _bad,_ but…

But she wished that she'd seen the same movie Ben did, because that one seemed amazing. He didn't sit still for _any_ of it, and he grabbed her hand like three times without even realizing it. She should have said _something -_ she should have thrown a _fit_ because _ewww -_ but she didn't. She didn't _need_ to.

She just had to hide her grin as the movie ended and the doofus bounced to his feet and spun right to her. "That was _amazing!_ Did you see that last fight?! Sensei would have loved it! And the guy that they picked to play Ishiyama? He looked exactly like he does in the game!"

Gwen hummed in thought. "I don't know, I think the one we met was cooler."

"Well, duh," Ben said as he threw his head back like she'd just punched him. Then he bounced right back before she could even sigh or shake her head. "Of course he was! He was the real thing! But that guy did a good job. What did you think, Grandpa?"

Grandpa jumped in his seat and gave them both a look before he yawned and stretched. "It didn't have much of a plot."

"There was!" Gwen said with a barely hidden laugh. A laugh that was only one of the reasons she was hiding behind her hand. She had a feeling that her grin was bright enough that the people in the front row would have seen it if they looked back and she _so_ wasn't giving away the game now. "It was in all the parts you slept through."

"Well, they should have thought of that," Grandpa said as he yawned again and started to stand up.

"They did!" Gwen said as she followed the two of them out the aisle and to the door in the back. "You didn't miss _much."_

Ben's gasp filled the whole theater, and he threw his arms wide as he spun around on them. "You're both crazy!" he yelled at them as he walked backwards because he could never stand still. "That was - " he started, and she was sure that he had a whole rant ready for them both.

A rant that died when she stepped into the light and he saw her smirk. His grin died right with it, and he started to look around as he frowned. "What?"

He looked everywhere but _down._ He might not have ever done it if the janitor waiting next to the door didn't snort and drop the broom in his hands. " _Dude!_ What the hell are you _wearing?!"_ the teenager asked before he burst out laughing. The words and the noise got _everyone's_ attention.

Just like she hoped.

"What?" Ben asked as he went red as they all burst out laughing and it only made things better because he didn't even know. Not until he finally looked down, anyway, and his gasp was better than any magic. It was even better than the spell that turned everything he was wearing into the brightest neon pink that she could imagine.

 _Everything._ Even the Watch looked a little bit pinker.

"Nice clothes, dude," the janitor said as Ben's head shot up and he glared right at Gwen, and then at someone over her shoulder. She turned and laughed all the harder when she saw the boys with the swords standing right behind Grandpa and gaping at the doofus.

"What did _you - "_ she heard the horror in Ben's voice as he said those words and she spun back around as she kicked herself for missing the look on his face when he _realized_ because he was already looking back up. No, he was _glaring_ at her with a face almost as red as she'd ever seen it as he stood there shaking as he growled, "Fix it!"

Gwen grinned at him and tilted her head to the side. "Fix what, Ben?" she asked, sweetly, "Is something wrong?"

"Proud of you, little dude!" someone shouted in the crowd around them and _everyone_ laughed.

Everyone but the two of them. Ben's whole body went tense as he leaned toward her and glared. "Fix - !"

But she was already running and she just ran faster as Ben _screamed._ She kept running and laughing even as Grandpa called out after them and she didn't stop. She didn't dare, not as long as she could hear the doofus just a few steps behind.

As he chased _her_ for a change! She was just glad that she was always just a little faster than he was.

Gwen burst through the doors at the front of the theater and into the crowd gathered outside. It took everything that she'd learned from being a hero over the last year to slip over, around and through everything that was in her way. Her hands shaped the mana and she was a word away from conjuring up her flying platform if she even saw a _hint_ of green light flashing behind her, but it never came.

So she just ran as more people called out and laughed behind them until they burst into the parking lot and she finally saw the Rust Bucket up ahead of them. Somehow she managed to run a little bit faster, somehow she reached the side door that she'd left unlocked on purpose first. Somehow she got inside.

Somehow she even got the side door closed and locked, but that was when her luck ran out. She couldn't get around the passenger seat before Ben yanked open and jumped inside. "Why - ?" he screamed at her as he jumped inside and she took a step back because the shrimp should have looked ridiculous as he climbed over the seat to get to her, but he so didn't.

Not with _that_ look in his green eyes. That look and something else, something that she didn't…

"Why what, Ben? Is something wrong?" Gwen asked with her sweetest smile.

"You - you - !"

"I know!" Gwen said as she bounced on her toes because she couldn't _resist._ "You're mad because I didn't say how _cute_ you look today! Well, you do, Ben! We should take a picture! Mom will be thrilled that _one_ of us looks good in pink!" She reached for her phone and forgot all about it in the same motion as Ben just grabbed his hair and _screamed_. He screamed for so long and so loud that her ears hurt even with her hands clamped over them. "Ben!"

Then he stopped just like that and his chest heaved as he let his hands drop. Hands that clasped and released as he stared at her like he just wanted to grab her and -

\- and then his eyes went wide before they darted away as his cheeks turned even redder. Then his lips moved, but he didn't say anything even though the words were right there, but he couldn't get them out no matter how much she wished he could just so she could start insulting him right back.

But none of the thousands of insults he had for her ever made it out of his mouth. He just screamed and her stomach twisted with guilt because he'd never been _that_ mad at her before. Not even when they were seven.

"Now we're _even,"_ she repeated and it should have been a growl, but it just came out so soft that she barely heard it over her pounding heart.

Those were the words that made him shake his head and stomp by her without saying a word, but he not before he gave her a look that she'd seen before.

It was the same look he had in his eyes the first time that she tried to explain pre-algebra to him. A look that said she was just as alien as that math was and way more alien than the thing he had attached to his wrist. It was a look that screamed that the world betrayed him just by letting her _exist,_ that she was a problem he'd _never_ understand and that _hurt._

It hurt so much that Gwen almost said that she was sorry as she followed after him. Not that he _cared._ He just stomped to the back of the Rust Bucket as his hands found the hem of his shirt and she _froze_ as he yanked it off.

Froze and _stared._

Right up until the pink thing hit her in the face. She caught the shirt out of reflex and giggled with glee as she hugged it to her chest and hid the butterflies that filled her stomach. "Thanks, Ben! This will be a great souvenir! Sumo was _awesome._ "

The doofus turned so red at that she was sure that the spell was going wrong even as he spun back around and _ran_. Then he yanked the curtain closed and she sucked in a lung full of air. The guilt came with the air, and it was what made her follow after him with the counter spell on her lips.

She only made it a few steps before he let out a strangled cry of, "You even zapped my _underwear?!"_

 _That_ was too much. Gwen felt her face flush even as she collapsed into the dining booth and both of her hands couldn't hide the laugh that tore out of her. She couldn't even _imagine,_ but at least it was over.

\- o - o - o - o - o -

_Inside the Rustbucket_

_Indiana Dunes State Park_

_9:37 am, July 2, 1999_

It wasn't over. The plastic spider that Gwen woke up to the next morning proved _that._

To her and everyone else at the camping site after she saw it. Not that she thought for a _second_ that that was Ben's big prank. No, that was just his way of telling her that she hadn't won a _thing._

After that…

Three days and as many states went by and he didn't _stop,_ so she couldn't. She couldn't let the doofus win. No matter what.

That was how she ended up staring at the bottom of his bunk as she tried to find a comfortable spot on hers. It used to be easy, but she had her laptop pressed between her back and the couch's, her journal and spellbook under her pillow, and every bit of clothing that she owned stuffed under the sheets with her so she was twisted a dozen different ways just to lie down.

There was nothing comfortable about it and she was sure that she'd never be able to fall asleep, but she did. She never thought that she'd jerk awake like they did in movies, but she did that, too, as her heart hammered and her eyes darted around for his next trap. "You're not gonna get - !" She shouted as she woke up, but she didn't see a thing that didn't belong.

Which _so_ didn't make her feel any better.

Grandpa didn't answer. Neither did the doofus. _That_ made her heart pound harder as she listened as hard as she could, but she still didn't hear a thing except for the hum of the air conditioner. Gwen let her foot drop to the carpet - but only after she checked the ground with her eyes and a spell to make sure that it was as clean as it looked - as she called out, "Grandpa?"

Who didn't answer. She shot a look at Ben's bunk and got her first odd sight. Not of the dozen Dittos ready to pounce at her _again,_ but of the bare mattress and pillow that made her realize what was missing from the floor.

There wasn't any of the doofus's dirty clothes dumped on it. There wasn't even a single sock, and he just tossed those _everywhere._ "He'd knocked me into a parallel universe!" Gwen whispered to herself and her laugh was only a little manic. One where the doofus cleaned up after himself and wasn't mad at her and…

And it _so_ wasn't the craziest thing that they'd done. What if he _had_? "Nope, back to reality, Gwen," she muttered to herself even as she shivered and looked around. The doofus wouldn't not even if he was being a stubborn jerk, but that didn't mean…

She'd been up for almost a minute and he hadn't said a _word_ and neither had _Grandpa._ There wasn't any way that they'd both stay quiet. Not unless something was _wrong._

 _That_ thought sent her heart pounding as she ran up front. "Grandpa? Ben?!" She shouted over and over again as she shoved the curtain open and looked for _anyone._ Grandpa had all the blinds up on the other side and she could see the line of trees through the window over the dining booth and there was a huge tree there that looked perfect for climbing and a lake that looked even better for swimming in, but that didn't mean…

Her eyes went right for the shore line as she looked for the muddy tracks coming out of it. God, only _Ben_ could find two lake monsters…

But there wasn't anything there but a couple of joggers who were running on along the shore and neither of them looked even a little freaked out. They disappeared into the woods before she even thought about calling for them and there weren't any other neighbors around. Grandpa made sure of that before they stopped last night.

He _had_ to after the cops came yesterday. It wasn't her fault that Ben screamed that loud. Well, it _was,_ but...

Which _so_ didn't help now. "Doofus! This isn't _funny!"_ Gwen shouted as she ran for the big side window so she could see if something had happened. If she'd slept through it when Ben got abducted by aliens _again,_ "Grandpa?!" she called out at first, and then she screamed his name as the man stepped through the side door.

"Pumpkin? What happened? What's wrong?" Grandpa asked and he didn't sound as much worried as confused as she launched herself at him. Confused and exhausted as he sighed into the top of her head. "What did Ben do _now_?"

"Nothing," Gwen admitted into his shirt as she hugged him harder. "You… you were just both gone and I - " she thought it happened _again._ That something took them and…

"We're okay, Pumpkin," Grandpa said with something that almost sounded like a chuckle. It used to be one. He used to hug her, too, but he didn't. He didn't even _touch_ her. She didn't see why until she finally let go and saw his hands and the grease all over them.

"Don't worry, I didn't get any on you," Grandpa said with a real smile this time as he pulled a rag out of his pocket and scrubbed his hands like she _cared,_ like some engine grease would be the grossest thing she'd had on her over the last few days. "I just wanted to take a look at the engine while it was nice out and I guess… Well, I'm almost done. I just have to finish closing it all up."

"It's okay," Gwen said as she made herself smile. It was harder than it should have been, and almost impossible until she finally hugged herself and looked back out the window. "And where's the doofus? Not that I care or anything, but…" If he was planning something, she wanted to know.

Grandpa Max shrugged. "There's a laundromat just around the bend. I saw it when we drove by last night and he's on laundry duty for the rest of the month, so…"

Gwen made a face as she looked back at her bunk and she didn't even _try_ to hide it. "The freak didn't _touch_ any of my stuff, did he?" she asked as spun around.

"No. I made sure," Grandpa said. He should have laughed at that, but he didn't. Grandpa wasn't laughing much lately and she missed it. Just not as much as… "And you have trash duty. There's a dumpster there, too."

"I have to carry it that far?" Gwen asked in horror as she spun around. "That's Ben's - " she started to say before Grandpa gave her a look and she bit down on the rest of the sentence.

"It _was,"_ the man said as the smile left his face. "Until you deleted all the saved games that he had on his Gamestation."

"I didn't!" Gwen shouted as she shoved away from the man so he couldn't see her grin. God, the scream he let out when he realized was _sweet_ even if it did bring cops to the door ten minutes later. "I just switched out the memory sticks! And I only did it because - !"

"And that's why he's doing the laundry, Gwen." Grandpa sighed again as his shoulders slumped and she knew that if his hand wasn't covered in grease it would be in his hair. "How much longer is this going to go on, Gwen?"

"Ask _him_ that. He's the one who won't stop!" Gwen shouted and stomped her foot.

"I did," Grandpa said, and the look he gave her almost made her drop her eyes. Then he just shook his head and turned around. "Funny. He said the same thing about _you._ Get the trash together. I want it done so hopefully the three of us can have _some_ fun today."

Ben said it was _her_ fault? Of course he - "Wait, Ben's not here?" she asked as her eyes lit up. "So he can't turn the water off again if I get a shower? Please, Grandpa? I'll take the trash out later! And do my own laundry! I promise!" she asked and she bounced on her toes.

"Sure, Pumpkin," Grandpa said with another shake of his head. "Just make it quick. I'm going to finish up on the engine."

"K!" she shouted as she spun and ran. It would take Ben forever to do the laundry. It always did. She could take a real shower! She almost giggled as she grabbed up a change of clothes and what was almost the last towel left and darted for the bathroom. She left the clothes in a pile on the sink by their toothbrushes and the cup there. Then threw the towel over the curtain rod before she yanked it closed and just enjoyed the hot - well, warmish - water.

It was never much of a shower. There was barely enough water pressure to get her wet, much less hide her sniffle as she shoved her face under the water so no one would see the tears she finally let out now that it was _safe._

That they were.

After that, the only thing that slowed her down at all was the minute she spent studying her shampoo just to be sure Ben hadn't messed with it _again._ One day with bright green hair was enough. Then she just enjoyed the hot water and the peace and quiet.

Or she did, until she was just finished washing the shampoo out when she heard something click on the other side of the curtain and she froze. It was so low that she almost told herself she was imagining it, but she lived her life and she _knew_ better.

That was why she screamed even before she opened her eyes and saw a huge shadow on the thick blue shower curtain. Then the scream turned into a shrieked, "Who's there?!" As violet light filled the shower.

"Shit!" she heard a raspy voice shout almost as loud as she had and the shadow _moved_. Then she shrieked again as a huge dark blue and black wing shot through the curtain and her and the wall behind her and another smaller one went through her calves.

The shock of it made jump back until she was pressed against the cheap plastic tile even though she didn't feel a thing, and it disappeared when she realized where she saw that wing before. "Ben?" she asked in horror even though she could barely see the shape of _him_ through the curtain.

"Stupid wings!" He shouted even as he threw them wide and _ran_.

"You doofus! We'll see how tough Big Chill is when I'm - " she started screaming at him and she didn't stop until he phased through the side of the Rustbucket and disappeared.

But not before he grabbed her towel off of the shower rod.

She stared at where it was for just a second before she turned off the water and yanked the curtain open. It only took her a second to realize what he was doing when she saw what was missing, which was everything. Her pajamas, her jeans, the purple Cat's Meow top she was going to change into and everything else. She almost slipped on the floor as she rushed for the door that Big Chill just disappeared through as the magic danced around her hands and the water dripped from her hair.

Only modesty kept her from yanking the door open, modesty and the full body blush she felt burning at the _idea_ that the mutant _bug_ and the alien thing he turned into had been in the bathroom with her, that he'd almost seen…

Grandpa!" she started to shout as she opened the door just a crack, just enough that she _knew_ that Ben was long gone, not that it stopped her. It didn't stop Grandpa either. He must have heard her screams before, because she heard him yank open the side door a second later and come rushing in.

"What happ - ?" Grandpa started.

"The little _freak_ was in here and he stole all of my clothes!" Gwen screamed at the man before he could _even_ start. "I'm going to kill him!"

"Gwen," Grandpa sighed as his now almost clean hands found the bridge of his nose and squeezed. "Give me a second to get you something to wear and we'll _talk_ about - "

She didn't let him finish that either. She just let out a wordless shriek as she slammed the door shut and… and… "I'm going to kill him," she repeated and it felt so good that she said it again in a whisper as she let her forehead fall against the door even as she sniffled and shivered.

God, she _thought_ that they were _friends_ now and he…

She really was _stupid._

Then she froze when she heard Grandpa Max's muttered, "What did that boy - ?" cut right through the door. That and the sounds of him opening one drawer after another and then slamming them shut.

Gwen shook her head as she did what she did best. She pointed out the _obvious._ "Everything's on my bunk, Grandpa!" she called out. She felt so stupid doing it last night, but right now…

The man was so quiet for just a second, and then he slammed another drawer. "No, it isn't."

"What do you - ?" she asked as she wondered how her Grandpa could have missed the _pile_ she'd left behind. "I just _saw - "_

"Nothing's _there,_ Gwen! He took it all!"

Gwen felt her hands tighten into fists even as purple lightning sparked off of them. "That little… Then give me a sheet! I know how to make one into a toga!" That was still one of her favorite afternoons, when her mom showed her how to make one for a laugh after they watched a documentary about Rome and did the laundry together. The only thing better than the way her mom grinned as they folded up the sheets was the look on her daddy's face when he came home and saw the two of them dressed like that.

This time it wouldn't be just for fun, but a toga seemed fitting for what she was planning on doing to the doofus the second she got out of that bathroom…

"Ben took that, too, Gwen!" Grandpa bit out. "He took everything! He took all of your clothes, and mine and his and all the sheets and towels! He took everything! I swear if that boy put even half as much effort into school that he did these stupid pranks..." Grandpa slammed that drawer shut, too, and he did it hard enough that Gwen was sure she felt the Rust Bucket rock. Then he came stomping back and there was a knock on the door. "Here, it's all that's left."

Gwen's hope didn't even have time to flare before it died out as Grandpa shoved the red Hawaiian shirt he'd just been wearing through the crack she'd opened in the door. Gwen couldn't help the face she made as she took it, or keep her hands from shaking as she put it on and looked at herself in the mirror. The shirt was so huge that it slipped off of her left shoulder before she even had it pulled all the way down and as bad as it looked on Grandpa…

"Does it fit?" Grandpa asked through the door.

Gwen shuddered as she looked down at it. The _only_ good thing was that it hung down past her knees. "It looks like I'm wearing a muumuu!" she groaned even as she wished that it looked even _that_ nice, but it was _something._ Enough that she could yank open the door and only _mostly_ die for the humiliation as she declared, "I'm going to - "

"I know," Grandpa said as he stood there in his white undershirt and trousers and for once he sounded just as mad as she was. It was about _time._ "But first we have to - "

And then he stopped and it only took her a second to figure out why. The windows were open and she could hear someone outside _laughing._ "Ben," she growled as she ran for the side door. There wasn't anyone there, but the laughing wouldn't stop. She ran as she followed it around the Rust Bucket as the grass tickled at her bare feet and a hot wind pulled at her hair. "Ben! I'm going to - !"

She started and stopped when she saw the couple standing down on the beach with their hands over their mouths as they looked up at the tree that the Rust Bucket was parked under.

Gwen felt her breath catch and her heart stop as she looked up, too, but she didn't see a thing. Not until she walked around and saw...

"Ben!" Gwen gasped as she stared up at the tree branches that he'd _covered_ with her clothes. _All_ of her clothes; her jeans, her capris, every blouse. They were all hung up there like it was Christmas with her socks and underwear mixed in like they were ribbons and her sneakers had their strings tied together like bells. Her purple one piece bathing suit was up there next to her school uniform, and the skirt caught the same breeze that the dress that her mom _insisted_ she pack just in case did even though they were on different branches.

He'd even found the sports bras that she had to wear for school and gymnastics that she _hated._ Both because they were so tight that they made her look even more like the baby Marci said she was and because they just made her ache _more_ and it so wasn't _fair_. She could have _killed_ her mom when she found them packed in her drawer.

It wasn't like she even _needed_ them. She never wore one when she was out heroing because…

Because it felt _wrong_ putting one on when Ben was waiting outside her window or with his back to her as she got changed even though she couldn't figure out _why._ Seeing them now, seeing the plain black and white bras up against the green leaves and knowing that the _doofus_ had found them and _touched_ them with his grimy hands should have been the worst part.

It wasn't.

The sight that made her cover her mouth with both hands was what the doofus place at the very top of the tree like it was the Christmas angel. It was the powder blue training bra that she'd gotten just weeks ago, the one that she'd had to beg her mother to buy her and she brought on the trip with her because it was too pretty for her to just leave behind even though she hadn't worn it _anywhere_ yet. She'd kept it hidden at the bottom of her drawer for all this time with the sports bras just because Ben didn't need more reasons to tease her, and because…

Gwen's vision blurred as she stared up at it and the little blue lace flowers that it was trimmed with. The whole thing felt so soft when she touched it and made her feel so mature when she first tried it on. It was the one thing that no one else was ever supposed to see. The one thing that was just _hers._

Now everyone saw it.

She must have made some noise because the couple down on the beach behind her stopped laughing. She heard them start to run as her hands started to shake.

She should have felt better when Grandpa came running up to her, and maybe she did. Then he looked up and sighed. That noise was the worst part of all. That was what made her stare down at her feet as he said, "I don't suppose that you're going to be the mature one and - "

Purple lightning kissed the ground around them.

"Fine. I'll get the ladder," he said and all the joking left his voice as she felt his eyes on her. "It'll give me time to think of some more punishments and for you to _calm down_. It was just a joke, Gwen."

"Yeah," Gwen whispered as she wrapped her arms around her middle and kept glaring down at her feet. "Real _funny."_

\- o - o - o - o - o -

"What happened?!"

Gwen's face burned when she heard someone call out those words _again_ just as she was pulling on her jeans. She tried so hard not to squirm or blush or duck her head as she did it, and she _almost_ made it this time.

Five seconds! That's all she needed! Five seconds without any joggers or people watching them from the boats so she could conjure up her platform and get _everything_ down instead of standing there as everyone _stared_ while Grandpa used his ladder and a long stick.

Five seconds and then she could just go _hide._

Not that she would give the _jerk_ the satisfaction. So she stayed here and pulled on clothes as soon as Grandpa got them and glared at anyone who came by. She yanked up her jeans so she could do just that with _some_ dignity even as she thanked whoever was listening that whoever was st _now_ hadn't shown up a minute earlier.

Jeans were bad enough, but if they saw her pulling on her underwear…

"Just kids being - " Grandpa said for her as she flushed at the thought before his words caught. His next ones didn't, and they rumbled like thunder. 'You are in so much trouble, young man."

"For what?!" Ben shouted back as Gwen sucked in a breath and spun around on her still bare feet just in time to see him drop the two heavy laundry bags he was lugging around. He didn't look at her at all, though, he just glared up at Grandpa as he charged forward. "I wasn't even - !"

It was just too much. Hearing him ask that, sound like that, like he didn't _know._ Like she wasn't staring at the half full basket of clothes that Grandpa had rescued since she _couldn't._ Not while it was daylight, not while _anyone_ could come up and see…

Like they weren't seeing everything anyway.

"Don't even!" Gwen growled as her hands went to shaking fists.

The doofus had been marching over with his stupid eyes locked on the tree, but for once his brain must have woken up because he froze the second he heard her voice. He was smart enough that he stopped everything but his _mouth_ as he kept staring up like he didn't _know._ "Don't even _what?"_

"You know what, Ben!" Grandpa said as he made his way down the ladder with another armful of her clothes. "What on Earth possessed you - ?"

"I didn't _do_ anything! I was doing _laundry,_ not - " Ben shouted as he waved his hand up at the tree even as he finally let his eyes drop down. She must have looked every bit as ridiculous as she felt because that was when he finally broke and sneered. "Nice dress, Dweeb."

He didn't say anything after that. Gwen didn't give him a chance. She threw her arms out and cried, " _ **Undas facias!"**_ Her voice was still echoing as a wave of water exploded out of the lake, one that she didn't bother to shape or tame before she twisted her hands and launched it at the doofus like the wild wave that it was. It launched itself across the thirty feet of grass and hit him hard enough that it knocked him off of his feet and the grin right off of his face.

Ben shot back up to his feet, sputtering and glaring as his eyes went right to hers. His fist went for the Watch as she called up more mana until the air around her hands burned violet.

They both set their feet and -

And that was as far as they got before a voice ripped through the air. " _Benjamin Kirby Tennyson! Gwendolyn Rose!_ Don't you even _think_ about it!" Grandpa shouted, his voice and face furious for the first time ever and they both froze and turned to him.

Grandpa. Grandpa was _shouting._ Grandpa was _mad_. He never…

The man's face was a storm cloud over a white undershirt as he glared down at them both as he all but jumped off of the ladder. "Get over here, Ben."

"But - !"

"Now!" Grandpa shouted again the second his feet were on the ground. Gwen never saw Ben move so fast as he dropped his hand away from the Omnitrix. He looked so scared that she couldn't help grinning, "And wipe that smirk off your face _right now_ , young lady!"

"But!" Gwen tried to say and spin when a huge hand clamped on her shoulder and held her in place. Ben froze then and it didn't help. Not when Grandpa marched over and pushed her in front of him until they were only feet apart. Gwen should have laughed at the look on Ben's face.

She might have, if she wasn't sure that she had the same one on hers.

"I've had _enough_ ," Grandpa said, his voice lower but it still sounded like a thunderstorm. "I've had enough of watching you two snipe at each other! I've had enough of hoping that _one_ of you would grow up and I can't believe… You used _magic_ on Ben? You were going to use that Watch on your _cousin_?" Those words were almost a hiss, but it was the next words that made her drop her head. "I thought you two were _better_ than that! I've never been so _disappointed_ by _anyone_ in my _life."_

"Grandpa," Ben said, his voice a pleading whisper that was better than anything she could manage.

"No, you had your chance, _Ben_. You had a _week_ to talk this out and you didn't." Grandpa said, his hand still tight on Gwen's shoulder. "So this is how it's going to be. I don't _care_ if the world is going to get eaten, you two are _ending_ this now. No hero time. No magic, no watch, and no running off. I'm going to get a drink and if you two don't settle this by the time I come back then I _will._ Do you understand me?"

Ben might have nodded at that. Gwen couldn't tell. She was staring right at him and she couldn't. Neither could Grandpa. "I asked you two a _question!_ Benjamin?! Gwendolyn?!"

"Yes sir," they both whispered with a shared look of horror, and then Grandpa's hand was gone from her shoulder. The second it was she spun around and watched the kindest man she ever met storm back to the Rust Bucket. She kept watching even as he disappeared around it until the RV shook and she jumped because he slammed the door so hard that it sounded like a thunderbolt.

Then there was just quiet.

A quiet that only lasted until Ben muttered, "Great. Now you've got Grandpa mad, too. I hope you're _happy."_

" _Me?_ " Gwen snapped out as she spun back and got right in the doofus's face. "You're the little creep who - "

"Stop trying to dump it all on me! This is all - " Ben shouted right back as his green eyes flashed with a lightning all his own. .

"I didn't do anything! You - "

"Of course you didn't! You _never_ do! You're so - " Ben screamed in her face.

And she almost took a step back before she let the fire out, "Oh, _poor_ Ben. If you weren't such a - "

"- stuck up - "

"-whiny little - "

"- if you'd just pull that stick out of your - "

"-complete _baby! "_

"-but then you couldn't pretend that you're Little Miss Per- " Ben started and Gwen gave up on words as she just screamed and launched herself at him. She just wanted to shove him, but he grabbed her and they tumbled to the ground together and that was it. She didn't remember who threw the first punch, just that there was one second where she was screaming and then she had a handful of his hair while he kicked at her.

There was no magic, no karate, and the only time the Omnitrix got involved was when Ben whomped her in the side of the head with it. They grabbed at each other's hair and clothes. They punched and slapped and scratched at whatever they could reach. They kicked and kneed at each other as they screamed, angry beyond words.

And then he threw an elbow and her whole world flashed white.

She shoved away from him as she wrapped her arms around her chest too late to do any good. She tried to remember how to breathe and when finally did she felt grass tickling the side of her face. Then she just laid there curled in on herself and tried not to cry too hard until the pain finally started to fade just a little.

"I can't - " Gwen whimpered out between tears when she could finally make her lungs work again. "I can't believe you… Like they weren't sore enough _already_."

"Sorry," Ben said in between gasps for air and he sounded just as sarcastic as she expected, but there was more in his voice than just that. There was something that almost sounded sincere and the surprise made her roll back.

She hissed again as she felt everything that she didn't even noticed through the supernova of pain his elbow left behind the second she moved; all the scrapes that she'd gotten on her arms as they rolled around fighting in the grass, the bruises on her shins from his kicks and the red marks on her wrists where he tried to grab her, and all the way up to the tender spot on her scalp that felt like he'd torn out half of her hair. She reached up in a panic, but it must have only been a strand or two because she didn't feel the bald spot that she was sure was there.

She was so ready to start screaming at him again for it. God, why was her cousin the most _infuriating_ person she knew? If he'd just _listen_ then…

Then she opened her eyes and looked at him.

"Ben!" Gwen called out in horror as she pushed herself back up to her knees and crawled over and tried to make sense out of…

The boy was lying flat on his back in the grass across from her, his chest pumping as he held his hands against his left cheek. Even from here, she could see the ugly scratches that she'd left on his arms, but her heart stopped when he pulled his hands away from his face and heard him hiss as he looked at them.

As they both watched something red drip off his fingertips before his hands went right back down and hers went to her mouth.

How could she have _done_ that to him?

"Ben, I can…" Gwen tried to say, tried to make up for what she'd done as she tried to call up the mana so she could heal him, but the energy that flowed into her so easily before barely flickered to life now.

It didn't matter anyway. He just rolled away from her so she couldn't see that side of his face and muttered, "I'm fine."

Those words cut through her, but not as much as the ugly red bite mark that she saw on his left shoulder now that he rolled away. She didn't even _remember…_

But she couldn't stop staring at it now. That and all the other ways she'd hurt him. She opened her mouth to say something, but nothing came out. She was so smart and she couldn't find the words to say…

No. She could. She just had to say the words that she'd been trying to say for the last week.

"I'm sorry," Gwen whispered as she stared at all the marks she left on him, at all the ways she'd made him _hurt._ "For this and… and how much longer?" Gwen started to ask when shame made her close her eyes. Then she shivered at the memory of the thing that used his voice and opened them again and she met his without blinking. "I'm _sorry,_ Ben. I'm _sorry_ I laughed when you dropped your drink, but how much longer… How much longer are you going to hate me?"

All the anger that had gone away came rushing back as Ben sat up and she almost flinched when his hands moved, but they ended up buried in his own hair as he scrubbed the back of his head. "Stop _doing_ that! Stop pretending! I don't _care_ that you laughed! It's not - Just stop pretending that I dropped that _stupid_ smoothie! Just admit - ! "

Gwen's hands went to her mouth as she stared at him. Not because of the fury on his face, but the three long scratches that she had left on his right cheek that were still dripping red. Then his words sank in and her eyes went right back to his. "What?"

The doofus screamed at that. "Forget it! Just - " he started as he jumped to his feet and shoved both of his hands out at her and for a second it looked like he was going to run before she could say a word, but then he stopped dead in his tracks before he spun around again. It was her turn to freeze when he nailed her with a glare. It wasn't angry. She could have dealt with anger. No it was just hurt and shame. "We've been heroing together for a _year_ now! Don't you think I know _magic_ when I see it? Or that smoothies just _explode?!_ How _stupid_ do you think I am?!"

Ben's voice broke at those last words and he heaved in a breath. Then he turned away again as he waved a hand at her. "Forget it."

"Ben! I - " Gwen started to say as she looked down at her hands. She didn't _make_ him drop his drink! She knew that she didn't! She didn't cast even _try_ to cast any spells that night! She would have -

But not all magic needed the words, the logical part of her whispered. Christmas proved that. She looked down at her hands and… and she didn't _know._ "Ben, I - "

"Just stop it!" Ben rounded and screamed at her and his face was so, so red behind his glare. "I get it! The Poodle was _right!_ I'm just your idiot loser of a cousin and - "

"Ben!" Gwen shouted right back as her knees almost buckled because those words hit her harder than any punch or kick ever had as she finally _understood_. "That's not - !" She started to say, started to charge at him even as she cursed that _thing_ again for saying that to him and she'd _sit_ on him if she had to if that's what it took. "Don't _listen to - !"_

"Gwen," a different voice called out before she could add more or Ben could say anything. A voice that sounded so hollowed out that she didn't recognize it until her head darted over and she saw the man standing there by the tree again with one hand on it.

"Grandpa!" she called out and she let her hands drop. She'd seen worlds about to end and this didn't feel like that. This felt worse. Grandpa… Grandpa hated it when they fought and they couldn't _hide…_ Not when Grandpa was looking right at Ben and the scratches… Ben tried to hide them behind his hand, but she knew it was too late and the words tumbled out of her. "Grandpa! We - Ben - I didn't… I didn't mean to. I'm so - "

Ben opened his mouth to say something, but he never got a chance. Grandpa didn't give him one. "We - I just got off the phone with your dad, Pumpkin, and - " Grandpa started before he shook his head and squeezed the phone in his hands tighter. Gwen tried to figure out the few words he had let slip out, but they didn't make any sense. Not to her.

"Grandpa, no!" Ben shouted from out of nowhere, and then he rushed over with his hand already on the Watch. "I'll get all her stuff down and wash it and everything! We don't have to - "

"No! I'll do it! This is all - Grandpa, please!" Gwen shouted with him as it sank in, that's when Gwen scrambled to her own feet and rushed Grandpa.

"It's - don't make us go home!" Ben shouted with her. "This was all my fault! I - " They said together before they both gave up on words and just rushed the man for hugs.

They'd done it so often and Grandpa was so big that they didn't even _think_ about it. He was so strong that it never mattered. He just rocked back a little and laughed and hugged them both.

Grandpa felt it this time. She knew the second she heard the breath explode out of him, she knew even before the man started to rock and she tried to pull away, but it was too late. Grandpa just collapsed like she'd seen way too many buildings do and then he just sat there in the grass and stared like he didn't have a clue how he got down there.

"Ben!" she shouted as she sprang away and for once she didn't even try to hide the horror in her voice or the tears in her eyes.

She barely got the name out, but she saw Ben nod anyway as he nodded dumbly and his hand went to the watch. "Got - "

"No," Grandpa said with a shake of his head. "No, I - Gwen... Pumpkin... Honey, we have to go home, your - "

"No, Grandpa!" Ben shouted as he forgot the watch and grabbed for the man's shoulder. "We'll be good! I promise! Don't make her go! I'm sorry!"

"We'll be good! No more pranks! I'm sorry!" Gwen said at the same time and just as loud as she reached out and she felt something hot and wet roll down her cheeks. Home? Summer just _started._ She looked over at the doofus, who looked just as horrified as she felt and her heart squeezed almost as hard as her hands did when she caught the man's hand and begged, "Let Ben stay! Don't ruin his summer because I - !"

And then Grandpa squeezed her hand and whispered, "We have to go home, Pumpkin. Your parents, they… Your mom… she lost the baby."

\- o - o - o - o - o -

**Erico Omake:**

_Omnitrix Log, Day 400_

"The strange mutated bio-form the boy scanned a few weeks ago (Which I have named Necrofriggian for lack of a more definable genus and origin) has been a troubling genetic subject to study in simulations. The ability of flight, combined with Severe Endothermic Respiration and phase shifting, make for a worrisome and likely artificial complement of abilities, though a thorough review of it through the filters has turned up no consciousness-overriding irregularities. Good. The last thing that we need is another Ectonurite trying to overshadow and control him."

 **Log Addendum:** "The continued fault error reports that I've been receiving from the device are quickly changing from an occasional nuisance to a cause for mild concern, especially after the jump in frequency and duration over the last few months. The latest followed soon after the child's reversion to default from the Necrofriggian template. I am tempted to write it off to that form's unusual DNA, but no. Unfortunately, I still lack the terminology to adequately describe the problem or the readings to perform more than the basic checks to ensure that the Omnitrix OS has reverted to default specifications. Clearly the device requires a higher level of diagnostic sensitivity than I anticipated, and I am still uncertain if the problem lies in the device itself...or if the boy is attacking my work with a rock again."


	16. Words

**Chapter 16: Words**

_Indiana Dunes State Park_

_Porter, Indiana (One Hour Outside of Chicago)_

_July 2nd, 1999_

_8:47 am_

Gwen always loved words.

_We have to go home, Pumpkin_

Teasing the sounds out of them, the meanings, the _magic._

_Your parents, they_

Since even before she found out about real magic.

_Your mom_

She loved them for as far back as she could _remember_. All the way back when the words came out of picture books that her mom held open for her while she cuddled close and followed her mom's voice and finger. She still remembered what it felt like when she figured out a word first, the way her heart raced even before her mom leaned down so she could press a kiss into the top of her head and say how proud…

Her mom...

_she lost_

Gwen heard every word that her Grandpa said. She _knew_ them all. Every last one. She knew what they _meant,_ but when she tried to put them all together, she…

_the -_

Gwen shook her head. They didn't make any _sense._ They -

"Pumpkin?" Grandpa called out, his voice soft and worried as he stared up at her. Stared up… He - he was sitting in the _grass._ Gwen felt a giggle slip out of her because it was _ridiculous. All_ of it. And seeing Grandpa like this, seeing him sitting on the grass, all dressed to go out except for the fact that he'd somehow forgotten to put on his Hawaiian shirt… seeing him in just his white _undershirt_ … hearing him talking to her like that. Like she was… was… "Pumpkin? Gwen? Look at me, honey." "

Gwen shook her head and her eyes went to the ground and she didn't know _why_. "I - I have to…" Her throat felt too tight around those words as she pressed her hands against her temples and for a second she wondered why she was wearing a red shirt with flowers on it that was so big that it's sleeves went past her elbows, but just for a second. Then she was trying to _breathe_ as she…

_We have to -_

She heard Grandpa say something else, but she lost those words, too, as her heart pounded in her ears. They didn't…

They weren't the words that _mattered._ They weren't the words that -

_We have to -_

Then everything slipped away as she felt something cool and damp touch her arm. Something that wiped away every thought and every bit of magic and everything else as she screamed. She screamed, but it was Ben who jumped away as she spun to face him, who yanked his left hand back like he'd touched something hot and she saw the "Dwe - ?" die on his lips.

Her heart pounded in her ears as she stared at the boy and he stared right back. His left hand twitched as his eyes darted over at Grandpa before they came right back to hers, but his right…

His right never left his right cheek as he stood there in wet clothes and a torn shirt and… and…

And she _remembered._ And it all made _sense._

Gwen's hands shot to her mouth, but not fast enough to catch the giggle that ripped out of her. She laughed until her eyes ran with tears before she finally caught hold of herself enough to shake her head. " _God,_ Doofus, I don't know how you got Grandpa to play along with this one, but..."

Pretending that her mom was…

That she lost…

Gwen just shook her head because it was _ridiculous._ All of it. _He_ was ridiculous. Throwing her clothes in the tree over a spilled smoothie was bad enough, but…

Pretending that her mom… because she splashed him? Because she scratched his cheek? She should be _furious_ at him, she knew that she should, but she couldn't stop laughing because he was _horrible_ at this. _Everything_ gave him away; from the way his green eyes got so big as he stared at her to the way he shook his head like he didn't know… Like he thought that she was gullible enough to believe his little, "Wha - ?"

If he wasn't trying so hard, she might have believed him, but…

"Gwen," Grandpa whispered her name as he pushed himself back up to his feet. He never took his eyes off of her for a second as he did it, either. No, he just stared at her with his dark brown eyes like this was…

Gwen felt herself step back even as she waved her hand at them. "I get it, Grandpa! You two almost got me good, but you can drop it now and - "

It was always so hard to believe that Ben was even _related_ to her Grandpa because they were _nothing_ alike. Grandpa knew how to use a comb to start with, and that was only for starters, but they both sucked in a breath at the same time at those words. "Gwen… Pumpkin…" Grandpa said like the words were _real._ Like her mom really did just lose…

But her Grandpa could do _anything._ Even _pretend._

Even _lie._

So Gwen laughed again even as she kept backing away. "Oh, _please._ Mom couldn't have…" she tried to say the word. She really did, but it just _didn't make sense._ "I think I would have _known_ if she…" and another word got stuck in her throat and stayed stuck even after she shook her head like it was a piece of popcorn that she couldn't swallow. "So nice try, but I think that this," she paused and waved at the tree that still had most of her clothes tangled in her branches as her eyes went right to the doofus's, "is going to be your masterpiece, Ben. I'm not even _mad._ But I said I was sorry, so…"

So just laugh. Gwen didn't say the words, but she shouldn't have to. Ben never waited for permission _before._ Just laugh or crow or shake his head and promise that he'd get her next time like he always did.

Ben didn't laugh. He didn't crow or promise revenge. He just kept staring at her like… like he felt… Then he shook his head in a quick burst of motion as he stammered out. "I - I didn't! This isn't…! Grandpa?"

"Gwen," Grandpa said again, the worry written all over his face as he put a hand on Ben's shoulder before he took a step toward her with his other hand out. "Pumpkin. Come here and…"

And she saw it in his eyes. The tears. Grandpa never…

"Stop it!" Gwen shouted as her grin died and she glared at both of them even as she stomped her bare foot down into the grass. "Just stop it! I said I was sorry! Just - "

Laugh. Laugh! Gwen chanted those words in her head like they were a spell. They didn't. Why wouldn't they just _laugh?_ "Fine! You got me! You're smarter than I am! Are you happy?!"

Laugh!

Ben just shook his head and he looked so lost even as he cupped the Omnitrix and Grandpa… Grandpa wouldn't stop _looking_ at her with his sad eyes as he reached out. "Pumpkin. I want you to breathe with me. Everything is going to be - "

"Shut up!" Gwen shrieked at the man and her Grandpa's face blurred as something hot filled her eyes before she wiped whatever it was off with the sleeves of his shirt. "Just shut up! Mom didn't - ! She couldn't have! She wasn't - ! I - I'll prove it!"

And with that she ran like she'd never run before. She ran right by both of them as Ben tried to grab her until Grandpa shoved his arm in the boy's way. She ran right for the Rust Bucket and jumped through the side door that Grandpa had left open behind him when he…

Gwen shook that thought and all the rest as she ran right for the back of the Rust Bucket and the phone that she'd left back there. All it would take would be one call and…

And she'd put it on speaker and her mom would _laugh_ and they'd both shove it right in the doofus's face! Ben took all of her clothes, but he left everything else in a pile in the middle of her bunk and her cellphone was right on top. She scooped it up and even managed to flip it open even though her hands wouldn't stop shaking.

And that was as far as she got.

There weren't any new messages waiting for her, but Gwen couldn't make herself dial, no matter how many times she tried. She just sat there and stared at the screen just like she had for what felt like every day of her last month at school, when she was waiting for her mom to let her know that everything was okay at the…

Her mom was just _sick._ That was _all._ That was why she had to keep going to the doctor. She just had some weird stomach flu that wouldn't…

Gwen kept staring until she saw Grandpa's hands close over hers. Grandpa always had the biggest, strongest hands out of anyone in her family. Only Uncle Carl even came _close_ and…

And his hand was shaking as he took the phone away.

"She couldn't have..." Gwen whispered, and her voice sounded wrong. Because it was wrong. It couldn't be real.

It felt real.

Grandpa's hand reached for her shoulder, and he started to say something, but she couldn't hear him. She couldn't see him.

She looked past Grandpa, and saw Ben lingering in the side door of the Rustbucket, grabbing onto the frame and looking pale with his eyes wide and his shirt torn and his face still bleeding...and he didn't care about any of it. He just stared at her like...

That was when she knew that it wasn't a joke.

But it couldn't be real.

Gwen didn't move as Grandpa put his arms around her and hugged her close. Close enough that she could feel him shaking even though he didn't look like he was moving at all. She wanted to hug him back just to make him feel better, but her arms wouldn't move. None of her would. He said something to her, she knew he did because she could feel the words booming in his chest, but the sounds just slipped away.

She nodded anyway when they stopped and Grandpa shuddered again even as he got a silver blanket from _somewhere_ and wrapped it around her tight. Then he sat her down on the edge of her bunk like she was a _baby_ and she should be…

Should be…

She would have shrugged off the blanket at least if the Rust Bucket's air conditioner hadn't decided to break in the ten minutes she was outside and left the RV _freezing._ Grandpa must have been cold, too, because he sat down next to her and wrapped his arm around her again.

And the sounds kept coming.

They kept coming as a dark blue and black bug buzzed through the Rust Bucket's walls a dozen times with more of her clothes in his hands every time. Most of it went right back in the drawers where they belonged, but he set some down on the bed next to her. He didn't fold them, because of course he didn't, but they weren't balled up like all of his clothes were either. She stared at the white capris that were half-hidden under her favorite Cat's Meow t-shirt, the powder blue one with the design of a cat dressed like a detective printed across the front.

It stared at her, one cat eye huge under a magnifying glass.

She stared right back as Grandpa made more noises and a bright red light filled the Rustbucket. Noises that ended with Grandpa pulling a handkerchief out of his pocket and blowing his nose in it like he had a cold before he got up and kissed her forehead. She should have screamed and decontaminated because it was _summer_ and she so didn't need another cold, but it was Grandpa. The man kept making noises even as he left, even after he pulled the curtain closed behind him.

Ben didn't. He was just leaning against the refrigerator and staring down at his watch when he disappeared behind the old window drape that Grandpa hung up for privacy. Not that it did much, she could still hear the noises that the man was making through it.

It didn't block out the noise of the Rust Bucket's engine either when the man started it a few minutes or a few hours later either.

Gwen didn't know how long she sat there after before she finally pulled an arm free from her blanket, but when the curtain moved again she had her spellbook in her lap and she was staring at the blurry words in it.

There had to be magic hiding _somewhere_ in those words.

Not that Grandpa cared. He took the book from her hand and made more noises as he made her stand up, as he pulled her to the front.

The smell hit Gwen first, even before she _saw_ Ben already sitting at the dining booth or the huge pizza that was on the table. Pizza and milkshakes and everything else that her mom hated and she turned her nose up to even though…

Gwen barely made it to the toilet in time, but at least the noises Grandpa and Ben made behind her made sense. It took forever for her body to realize that she didn't have _anything_ in her before it finally gave up, but she still didn't move. The porcelain felt so cold and so good against her forehead that she couldn't.

No wonder it took her mom forever to move again after she…

"She couldn't have been," Gwen said with a stranger's voice when Grandpa came and got her and wiped her face with a washcloth. The man's eyes got big again and she _knew_ she should stop, but she _couldn't._ She couldn't stand seeing the pain in the man's eyes as he stared at her. She just had to make him _understand._ "She… I -" She'd asked a few times, when Ben was at his _worst_ and school… when she would have given _anything_ , but... _._ "Daddy - Daddy always said that they stopped with _perfection."_

Her voice broke with that word as she closed her eyes. She tried so hard, but...

"Oh, Pumpkin," Grandpa said, his voice broken too as he pulled her close and she _hated_ it. Hated hearing the pain in the name and that's what made her reach out for the magic. She could take the pain away. Not forever, but there were spells. Spells she only used on people who were really hurt because she didn't trust them, but…

But he was her _Grandpa._ She had to _try._ She couldn't let him…

She opened her eyes and whispered the words, but nothing happened. She stared at her hand as she tried to find the power that sometimes felt like it was _burning_ inside of her, but she could barely even feel it and what was there just slipped away.

She was still staring at her shaking hand when he sat her down at the bunk again with a few pieces of apple and some crackers and juice inside of her. Eventually she stopped. Eventually she went back to the spellbook as the sky outside the window behind her went dark and the pages made their own soft glow...

\- o - o - o - o - o -

Gwen was still reading when the sun came back up. Grandpa never stopped again. Not for the whole night. Ben never came to bed either even though they never put away their bunks yesterday. Sometimes Gwen heard Grandpa talking to her cousin as they sat side by side in the seats up front. The words were still noise, but…

Sometimes she heard the video game noises filter back. The bad music and worse sound effects sounded so much louder in the quiet RV, but they never lasted long either. Mostly she just heard him playing with the Omnitrix because she _knew_ just how it beeped when turned the dial and he turned it over and over again.

He must be so _bored_.

Gwen wanted to go up and tell Grandpa to stop just so the doofus could _run_ for ten minutes. So he could _fly._ He shouldn't…

She didn't. She just turned the page.

\- o - o - o - o - o -

And then they stopped.

Not that Gwen noticed at first. They'd stopped for a few seconds before for traffic or stop lights. Even though Grandpa stuck mostly to the interstate for the whole drive for the first time ever, they still had to stop sometimes and Gwen barely noticed it. She just turned the page again and stared at the half a dozen spells that were hand written on the pages. The old words washed over her and went right back out, but she still stared at them and the little hand drawn stars in the margins. She kept staring until she heard the engine turn off.

Then she sat up straight. Then she looked around as her heart started to pound again. She heard Grandpa call _something._ Something that didn't make any sense until she spun around and looked out the back window at…

It looked like any other street, the houses were older, but they were still immaculate and so were the white fences in front of them. Every tree and bush was nearly trimmed. It could have been any street anywhere, but it wasn't.

It was _hers._

She was up so fast that she dropped the spellbook and the blanket both on the floor. She was up so fast that her head spun, but she didn't _care._

She just ran.

She didn't stop either when Grandpa and Ben both looked at her with shocked eyes or when they called out after her. That just made her run faster because…

They looked so _hurt._ She couldn't fix it with magic, but…

The side door stuck for a second and she had to throw all of her weight behind it to make it move, but she would have kicked it open if she had to and the Rust Bucket _knew_ it, because it finally moved. The sidewalk was rough under her bare feet and she didn't _care._ She just ran.

The driveway was packed so she jumped the fence, ran through the grass and tried not to think…

There were a thousand reasons why there might be a brand new silver Town Car parked in her driveway and she knew that her mother wouldn't react well to any of them if she came running into the house like this. Not just because she was wearing her Grandpa's shirt over jeans or that she'd left her shoes somewhere, but she hadn't even _brushed her teeth_ in… she didn't even _know,_ much less showered or used her cleanser or moisturizers. Her hair _alone…_

Gwen knew she was a _sight_ and if the Town Car was there alone she would have stopped and gone right back to the Rust Bucket so she could pretend she was _human,_ but it wasn't.

There were a thousand reasons why a Lincoln Town Car was parked in her driveway, but Gwen couldn't think of a single one that would explain why her aunt's bright blue mini-van would be parked right next to it.

Or why the front door was unlocked when she turned it. Her mom _never…_

It was a _mistake._ All of it. She _knew_ it.

Gwen's heart pounded in her ears as she burst through the front door. "Mom!" she called out. "Daddy! Tell Grandpa that - " The rest of the words died in her throat because her mormor and morfar were _right there_ at the kitchen bar and they spun around at her words and _stared._

Her hands twisted at the borrowed shirt she had draped over her and if she knew how she would disappear right now as her mormor's eyebrows went up and a crease appeared in her morfar's brow as they kept staring and…

The only thing her grandfathers had in common was their laugh and their size. They were both big, booming things that matched their bellies, but everything else… Grandpa dressed for comfort, while her morfar dressed like he could be arguing in front of a judge at any second. He never lost his dignity, not even the time he took her horseback riding and stepped right in… No. he just laughed and brushed his hand over his salt-and-peppered mustache as he swore her to secrecy.

He looked so stately that day. So impressive.

And as dignified as he was, he still didn't compare to her mormor. The woman knew _everything_ about _everyone._ Gwen didn't even _know_ how many parties the woman took her to when she went to their house for visits, but there were always whispered little stories about _everyone,_ about all the politicians and judges and their spouses or her morfar's partners. Her mormor let them slip out like drops of rain as they made their way around.

The stories that always made Gwen laugh even though her mormor tried so hard to look offended every time she did. Like she couldn't see the woman's eyes glittering when she started to giggle. Not that the woman would ever admit it. No, she just brushed her hand over her rust-colored hair and sighed.

Her mormor's eyes weren't glittering now, and her morfar had a hand on his mustache, but there wasn't any smile under it as his eyes darted to the right.

To the _couch._ Gwen followed the woman's eyes over to it and saw everyone else sitting there and staring, too. Everyone - everyone but Uncle Carl - who wasn't even in the _room_ and that was the most normal thing about all of this - were sitting together on the couch, not spread out over that and the love seat or just pacing around like they three of them usually did when they were stuck in the same room together.

Her daddy had his arm around her mom and was holding her close and Gwen could almost - _almost_ tell herself that there was a party or fundraiser that they were all going to and that's why they were all dressed up. Almost, but her aunt was sitting to her mom's left and…

And Gwen couldn't _remember_ the last time the two women did _anything_ together except fight and they _weren't._ They weren't saying anything either and her mom wasn't even looking at the blond woman, but…

But Aunt Sandra was holding her mom's _hand_ and her mom…

And her mom…

Her mom was the last one who looked up, but when she did…

When she did Gwen saw the red that makeup couldn't hide in the woman's eyes and her mother knew how to hide _everything._ Until now, as her face went fell and her mouth moved and her lips quivered and… and…

"Mommy?" Gwen's voice shook as she said it, but it wasn't _anything_ compared to the noise her mommy made as she let go of her daddy's and aunt's hands and just…

Her mom was the strongest woman that Gwen _knew._ She'd seen the woman put on makeup and get dressed up to go to the doctor when she had a 102 degree fever because that's what a lady _did._ She was the only one that Gwen had ever seen make a police officer _apologize_ for pulling her over. She.. she…

Gwen didn't know who the pale faced woman was who was already crying as she ran to her, who pulled her into a hug so tight that it _hurt_ as she _wept_ into Gwen's hair, who made sounds, but none of them were words as she rocked and Gwen…

Gwen just wanted to shove her away, but her arms wouldn't work. Her heart pounded in her ears as she stood there. As she kept still until she heard her aunt say… "Lili…" and she could hear the tears in the woman's voice and.. and…

And there were even more in her father's as he said, "Lili, please. She has to…"

But the woman who couldn't be her mother wouldn't let go. Not until her mormor called out, "Natalie! You're making a _scene,_ " and she _froze._

"Elna!" Gwen heard her aunt _hiss,_ but that was as far as the woman got.

"No," the woman holding her said, her voice raw and broken as she gave Gwen one last squeeze before she let go and backed up just a little. Gwen's eyes darted up and she could see a hint of her mom in the woman's bloodshot eyes and white face again as she brushed her hand over Gwen's hair. "She - she's right. We have to… L-look at you, Silly Bean. I - I- have to - "

"I'll take care of her, Natalie," her mormor said, her voice softer this time as Gwen felt a hand take hers through the crowd around her. "Frank, Sandra, if you could look after my daughter?"

There were more whispered words as her mormor tugged on Gwen's hand, but her mom didn't move any further back and she wouldn't let go. She just stood there and stared down and Gwen couldn't do anything but stare back as she waited…

But her mom didn't come back. Not as anything more than a shadow in wet eyes.

Not even when she cupped Gwen's face with both hands before she leaned down and pressed a kiss into her forehead. Then her mom just nodded as she straightened back up and turned away. Turned to her daddy, who looked just as pale and his eyes were just as red under his glasses. He reached out and brushed his shaking hand through Gwen's hair as his mouth did something that almost looked like a smile. He tried to say something, but the words…

The sound her daddy made wasn't words before he took her mom by the hand pulled her close and the two just stood there holding each other and…

And Gwen just stared at them. She should _do_ something. She should…

Her aunt stood there staring, too. Aunt Sandra's eyes were just as red as her mom's and her face as almost as pale as she stared at Mormor, before the blond woman spun around on her heel and wrapped her arms around Gwen's parents. She made more noises as she led them both back to the couch and Gwen watched until she felt a hand touch her shoulder again and Gwen jumped.

She didn't even know Uncle Carl was _there_ until he came down the stairs, but he smiled at her as she spun around and he squeezed her shoulder. "It'll all be okay, Honey badger," he promised, his voice raw, before he was gone, too. Gone to join the rest by the couch as Aunt Sandra started digging around in a purse that wasn't hers.

Gwen wanted to run over and grab it before her mom saw because there wasn't _anything_ she hated more than people going through her stuff, but her mormor squeezed down on her hand before she could take more than a step and she froze as her grandmother called out, "Sigmund?"

Her morfar was watching everything that was happening on the couch, too, from over by the kitchen bar, but he turned when he heard his name. Then he cleared his throat and his voice sounded off as he nodded and his eyes tracked back to the door. They weren't sad, or not just sad, but resigned. "I'll take care of it, Elna."

Gwen didn't know what that meant, and her mormor led her up the stairs before she could ask. They went right to Gwen's bedroom - the room she hadn't seen in a month and looked so big and so small all at the same time as she stared at the pictures all around her - and the woman sat her down on the edge of the too-big bed before she disappeared.

Not that her mormor was gone for long. Gwen would have barely had enough time to look around before she came back with a wet washcloth in her hand and closed the door behind her. Her gold rings caught the light as she stepped back in front of Gwen made a face before she titled Gwen's head up and brought the washcloth close.

And paused so she could smile.

"At least you remember that Larrson women have to be strong, Gwendolyn," the woman said, her voice thick and her smile proud as she kissed the same spot her mother had. And then wiped both kisses away with the warm cloth as she added, "Even if I can't _imagine_ why you're wearing _that_ shirt."

Gwen just stared as she tried to figure out how a smile so proud could make her stomach twist as the woman carefully wiped off the rest of her face and then her hands. The cloth was warm and soft and Gwen still flinched away.

Not that her Mormor noticed. She only paused for a second as she made Gwen lift her feet and the woman made a face. "Barefoot. I don't know what Max is…" she got out before her voice broke and she hung her head for just a second before she cleared her throat and wiped Gwen's feet clean. She made a noise as she stood as her hands went to the hem of the Hawaiian shirt that was draped over Gwen and pulled up. "But he got you here on time. That's all…"

The shirt felt even more like a dress as it disappeared, and Gwen's arms fell limp to her sides once it was gone. Her mormor gave the shirt another look before she folded it and set it down on the edge of the bed. Then she went to Gwen's closet where the door was closed, but a dress and a suit hung from it, both still wrapped in plastic, with two pairs of shoes under it. Dress shoes and pumps.

All of it black except for a white shirt.

"Your uncles wanted to come," her mormor said as she came back with the dress and stood Gwen up. The woman had to help her change. Gwen _hated_ needing it, but she couldn't make her hands work the zippers and buttons and her heart wouldn't stop pounding. It was so loud that she barely heard the words the woman was making. Words like. "but their work wouldn't - " and "- did their best - " and "- these things just happen - " as proper black tights took the place of her jeans and the words kept coming until her mormor finished zipping up the back of her dress. Then the woman turned her back around and went at her hair with a brush. "Your mother needs us to be strong today, Gwendolyn," she said as she attacked every tangle with a vengeance, and the accent that Gwen almost never heard slipped into her voice and the lines that she always did her best to hide cut deep around her mouth and eyes. "Can you do that? Can you be strong for her?"

Somehow Gwen managed to nod even as her heart pounded so loud that even her mormor heard it and jumped. It took her forever before she realized it was someone at the door.

"Are you decent? We need - ?" her morfar called through the door.

"One second," her mormor called as she helped Gwen slip black pumps on and pulled the straps tight around her ankles. Then the woman made another noise as she stood and kissed her forehead again. "A Larrson lady," her grandmother declared as she wiped away the mark with her thumb. "You can come in, Sigmund."

The door opened and Gwen expected to see her morfar standing there with flowers or whatever it was that her mormor sent him out for, not for him to come in red faced with his hand wrapped around an equally red-faced Ben's shoulder as he marched the boy into her bedroom. Ben didn't look at her, he just glared back at the man who towered over him and tried to pull free as he shouted, "Hey! Get off! I can - !"

"Ben?" Gwen whispered as she stared, and he spun around.

Spun around and went pale as the fight melted out of him and he hung his head. "I - "

"The room's all yours, Sigmund," her mormor said before Ben could add anything more. The woman gave Ben the same look Gwen knew she had so many times before taking her by the hand and pulling her out of it even as she looked back, as she hoped…

She didn't know.

But she couldn't stop trying to figure it out as her mormor lead her back downstairs.

\- o - o - o - o - o -

Gwen spent the rest of the day trying as everything else blurred by, as she sat in a pew at a church where a priest made more sounds, as she stared at the field and the stones and the metal chairs that were somehow still cold even under the sun as her grandfathers...

It couldn't… It was too small…

Gwen stared at them as they carried… Her Grandpa and her morfar were the biggest and strongest men that she _knew_ and the.. the… was so small, but it still seemed like it was almost more than either of them could…

She watched them go by as her parents squeezed her hands again like they had been for all of it. Like they had been ever since they got into morfar's car and…

And she didn't do _anything_ as her mom just stared straight ahead until her daddy leaned over her and the two of them…. They never let go of her hands, but it never felt like…

She felt the doofus's eye on her from the pew behind hers. She heard him shuffle around until his father said _something_ that made him stop.

Then there was a blink of polished black marble that went on forever before it was gone and they were back in the car and Gwen _still_ hadn't figured it out. All she could do was sit there like a perfect lady for all of it even as her mind raced. She lasted until her morfar pulled into their driveway again and she saw _home._

Somehow Gwen kept from crawling over her dad as she scrambled for the door. Somehow she remembered _that_ much of what was expected of her, but the second he was out of the way, the second her shoe hit the pavement she _ran._

She ran as fast as she ever had, even as her mormor called out after her. "I just need - !" she shouted back over the pounding in her ears as she slammed into the side of the Rust Bucket, as she grabbed for the handle of the side door and pulled on it as hard as she could.

But it wouldn't move.

"No! Nonono," Gwen whimpered as she yanked on the handle again and again before she darted over to the passenger side door, not that it made a difference, no matter how many times she tried. The metal felt warm from the sun and safe and that only made it _worse._ It took her forever to realize that Grandpa must have locked it behind him. _Of course_ he did. Her mind raced for the spell that would have opened it, but the words wouldn't come and neither would the magic when she finally remembered.

She spun around, her breath coming in pants as she stared at her daddy. She didn't even hear him coming, but he was just a few steps away from her and he looked so worried as he froze. They all did. They were all watching her even as her mormor and morfar helped her mom out of the car.

They watched her like a _hawk._ Like _she_ was the one under the microscope and her skin _crawled_. "My key!" Gwen shouted at them because she had to say _something._ "I just - !" She _must_ have left it in her jeans. Her mormor folded them up as Gwen got changed but… But it was still in her bedroom! "I gotta get my key!" she shouted as she ran again.

She took the stairs like Ben always did as her mormor yelled at her back, but it didn't matter. Her key, she just needed…

She hit the wall at the top of the stairs and spun so she could dash to her room. If the door across the hall from hers had been closed she would have. She would have kept running until she was home and safe. If she'd seen the bookcases and brick red walls she expected she would have.

She didn't.

The door was just open a crack and that was still enough for her to see the sunny blue paint on the walls. The mystery drew her in, made her push the door as her hand trembled and her hands went to her mouth because it was all gone.

The bookcases, the books, even her daddy's desk. It was all gone. She'd grown up with them and they were all gone.

She stopped breathing as she stared at the room she'd never seen before. The walls were painted blue, but now she could see the rainbows and clouds painted on them, too. Everything she'd grown up with was gone and replaced with a white table and a tiny little white bookcase that was already full of books and a white dresser. There was a rocking chair where the love seat used to be and a…

And a crib where her daddy's desk belonged. The room blurred and stayed blurred no matter how hard she blinked as she tried to…

She'd only been gone for a few _weeks._ This room was a library when she left. A library and her daddy's home office and it should _still_ be that! It shouldn't…

The crib was painted white and blue and she couldn't take her eyes off of it. Her feet felt as heavy as her whole body had the time she'd ridden a space shuttle to orbit, but she couldn't stop them from shuffling forward. She'd walked into a prison world that was filled with the worst scum in the galaxy without flinching, but she just wanted to turn and run now.

She didn't. She had her arms wrapped around her stomach as she kept inching forward until she could finally see inside the crib.

And - for just a second, for just a blink of her eye - she saw a little boy lying in it. A little boy in a blue shirt and white diapers. A little boy that looked up at her with a huge smile and eyes so green that they sucked her right in. A happy little noise forced itself out of her as she leaned forward so she could touch him and run her fingers through his wispy red hair.

She just started to move her hand when she blinked again and he was gone.

Another noise forced its way out of her as she rocked on her feet, but that was all. She just stood there and stared at the bare mattress at the bottom of the crib. She should be crying. She knew she should.

But her eyes were dry. She squeezed her arms tighter around her middle because it felt like her insides were twisting and the room spun a little to the left, but she didn't cry. She thought she'd be sick again, but she couldn't make her feet move or look away. She just kept staring down, barely even blinking even though her eyes _burned._

Watching, just in case…

Time slipped away again as she stood there. She thought she heard her mom crying again and the front door opening, but she wasn't sure. It didn't matter. Not as much as watching in case the little red haired boy came back. For a minute, for a second, for forever.

He didn't, and she didn't cry either.

Instinct _made_ her pay attention to the next noise she heard. Instincts that had saved her life and - more importantly - from dozens of pranks even before the Omnitrix. She always knew when Ben was coming now. Not that she _needed_ instincts. Not when he came stomping up the steps like he was a giant lizard on his way to Tokyo.

He must have really had to go. That was the only reason that Gwen could think of for why he would even come up here, much less sound like that. She heard him reach the top of the stairs and waited to hear him hurry by for the bathroom on the other end of the hall.

Ben didn't hurry. He just stopped and stayed still in the hall for so long that if she could, she would have turned to find out why, but she couldn't. What if - ?

He still didn't move. She could hear him sucking in air, but he didn't take as much as a step to look. Some part of her brain sparked back to life, some part of her remembered that it had been years since…

They never left her bedroom when he came over so they could go out heroing. It wasn't like a dinosaur or a giant bug could just go walking through her house. Even when he wanted to study he didn't come over here, they just studied in the park. The couple of times that they hadn't - and the one time she caused a blackout - he still never came upstairs. No, they just studied at the table. He didn't…

"It's at the end of the hall," Gwen called out with a stranger's voice and the words hurt her throat even as she kept staring. It took her a second to realize that she'd left out the most important bit and added, "The bathroom."

Ben moved then, the sound of his feet still too soft and she felt her shoulders sag because she was sure…

Good. She didn't want to deal with the doofus right then. She didn't want to deal with _anyone_. Not even Grandpa. If he came in, she would have to take her eyes off of the crib and she might…

The thought made her shiver, but not as much as the sound of Ben's feet as he stepped into the room. She didn't want to deal with him, but she couldn't help leaning into him when his arm brushed hers as he stopped next to her. He still didn't say a word or do do anything to call attention to himself as he stood there and it was almost enough to make her ask where the real Ben was.

Almost, but he had his hand on the Watch.

Or he did, anyway. Until he let his right hand slip away so he could his hands on top of the crib and leaned forward while Gwen held her breath. Maybe he would see…

Maybe she could, too, just one more time. _Please._

Nothing. Her brother was gone.

Gwen let out a shuddering sigh and whispered, "Maybe it's for the best."

Ben's head shot up at the words like she'd just threatened to blow up the planet. She couldn't take her eyes off of the bare mattress, but she could see him through the corner of her eye as he stood there in his white dress shirt and black pants. He must have lost the coat and tie that she'd seen him wearing _somewhere_ between the cemetery and now, which was so him, but she didn't have a clue _how_ he got so sweaty at the same time, but it was Ben. That was as much him as the way his eyes got big again and his mouth twist like there was a fire inside of him that wanted to get out, or a train wreck's worth of words trying to burst free.

But if there were, none of them made it out. He just stared at her like he'd never seen her before and he wasn't sure...

"He's better off," Gwen said into the silence as she swallowed hard. Her stomach twisted at it, but her hand shot out anyway even though she was sure that it was the only thing keeping her together. She just had to feel the crib, to make sure it was _real._ She _had_ to.

But she couldn't make her hand cross that last half inch of space. She couldn't reach the smooth wood grain that was painted white and blue like the sky. Not even when the room started spinning around her.

Gwen didn't remember falling. Just that one second she'd been standing there and the next she wasn't. The next Ben's arms were around her as he tried to catch her. He wasn't strong enough to keep her on her feet, but he managed to keep them from getting hurt when they hit the soft carpet under them.

The room kept spinning even as she fought against his arms, as she tried to get back to her feet just in case…

But he wouldn't let her _go._ She was just about to turn and _hit_ him when she saw the three scratches that were still on his cheek. They looked almost a week old even though it had only been… She didn't know. It didn't matter. She could barely see the marks, but they were still enough to make her stop.

He stopped squeezing her a few heartbeats later, and then his arms slipped away, but he didn't take his eyes off of her.

The room kept swaying even as she hugged her knees to her chest and kept staring through the crib's bars. She felt a jolt go through her when she heard sobs fill the room. For a second she thought it was her, but she brushed a shaking hand against her face and her cheeks were dry even though the crying didn't stop. She tried to swallow away the shame at that and buried her chin into her tights. She felt the hem of her dress slip up her thighs as she sat like that and she knew that she should…

That ladies didn't…

It didn't matter. It was just one more reason that… "He's better off."

Ben's hands slipped away from her when she said that, and she didn't blame him. She wouldn't want to touch her either. He would be so much better off, too, if he just got up and walked away. He didn't. He just stared at her before he asked, "What?"

And his voice cracked on that one word.

She shook her head. Of course she'd have to explain it to him. "I - I would have been horrible - I would have been a horrible sister. I would have tried to run everything - ruin everything. I would have told him what to do, what not to do… I would have been a bossy little creep and he's better off."

Those words just spilled out of her and they were all true. She knew that they were. She saw Ben take a breath from the corner of her eye and she braced herself for every insult that was coming her way. She could deal with them, she knew she could just like she knew she deserved them _all._ Heck, he'd probably pull her tape recorder out from wherever he'd been hiding it for the last year just to play those words back to her. She knew the boy sitting next to her, and she knew he'd do just that. He'd do it and she'd get livid and it would end with her chasing him around the house as he laughed and she screamed at him.

That was _them._ That was _normal_ and she was so far past ready for things to go back to it _._ She watched him open his mouth and waited.

"You would have been a great sister."

 _Nothing_ could have braced her for that. She spun on him as the last bit of normal left her. _If I was a great sister I would have saved him!_ She tried to shriek those words at him just like she tried to shove him away. She didn't even care that he'd left the door wide open and _everyone_ would hear, but her hands wouldn't move and her throat wouldn't let her. She barely got out the "If - " before it gave out.

It didn't matter. _He_ heard them, and his eyes turned into saucers as he stared at her with the same green eyes that she'd seen…

That she'd seen….

That realization sucked the rage right out of her. It sucked everything out of her as she collapsed back into her knees. She shoved her eyes into her bony kneecaps so she couldn't see the crib any more and sucked in the air that wasn't there. "I would have… I would have…" She shook her head, but she didn't move besides that as more words spilled out. "Did you see the tombstone?"

Gwen didn't have to close her eyes to see the marble stone, or the lie carved into it. "Beloved son and brother. How could they… I didn't even know he existed! I didn't love him…" Her eyes were squeezed shut but she could still somehow feel the room spinning around her again. "If I loved him, I would have _saved him_."

She felt something slip from her eye and she jammed her face harder into her tights. She couldn't cry. She didn't _deserve_ to. She didn't… She didn't…

Please don't let her cry in front of _Ben._ They weren't… She was just his tutor and his sidekick. If she started crying now he'd never let her…

She caught herself with that thought, and she held onto it with both hands as she hugged her legs closer.

"What could you have done?" the doofus asked before she was ready, before she was sure that she could control herself, or that just _talking_ wouldn't make her start.

It didn't matter. Her mind raced anyway. She'd looked at every page in her spellbook three times on the way home. She didn't stop for anything, not even for when the sun went down. She just read off of the light that the book made and kept reading even after her eyes _burned._ She read _everything._ All the spells, the potions, the rituals, the charms, all of it. She read all the pages she'd been too scared to before, and the pages that she was sure weren't there the first time she read the book and were gone on the third.

She read it all. All the old words and the promises in them for anything that would help, that would bring him _back,_ but there wasn't… "I don't know." The words ripped out of her because she knew…

If she was as smart as everyone said, she would have found _something._ If she really _was_ a hero, she would have saved her brother and she didn't. She felt another tear run down her face and she let it. Ben would tease her for being such a _girl_ and she -

But that was _normal._ This wasn't, this was…

This was Ben wrapping his arms around her. He didn't do it quick like he did everything else and she swore she heard him mutter something about his dad as he did it, but he pulled her close. Instinct _made_ her pull away, but he wouldn't let her even as more tears joined the first. He just held her tighter until she collapsed against him and buried her face in his shoulder.

He wrapped his arms tight around her as she cried. He held her so tight that she felt the weight of the Omnitrix against her back as she sobbed and said, "I always wanted a little - I always…. I used to ask Santa, but - " she didn't know she was shaking until she felt his arms tighten and that just squeezed more out of her. More words and more tears. "All the things I can do, all the things I've learned and I couldn't do _anything_."

He didn't say a word for any of it. Not as her tears made a mess of his shirt. No, he just held her. After a minute he started rubbing her back as he pressed his face into her shoulder. She could feel the heat of him through her dress and it made her feel a little better just because it meant he was _there_ , but he still didn't say _anything._

Not until she finally ran out of tears. Not until she was leaning on him because she felt so empty without them and he was the only thing..

The only _one…_

Ben never let her go, and that was why she felt it when he moved his left hand up her back before he said, "Greymatter would have known. He could have… _I_ should have…"

"Ben, no!" Gwen almost shouted as she pulled away from him because she had to see his face. The Doofus! "It's not your fault!" she whispered and she sounded _fierce_ as she realized that… Ben wasn't avoiding her during the ride home. He hadn't been _bored._ He'd been doing the exact same thing as her and when he looked up at the crib he looked so - so - so much like the him she'd only met once, the one who thought he could hide how tired he was by being a _jerk_ with a beard - and she couldn't stand it.

She hated it so much that she pulled him close and held him just as tight as he held her, and then even tighter as he whispered, "A real hero would have…" After that she hugged him as hard as she could, hard enough that she choked off the rest of that horrible sentence. .

"It's not your _fault,"_ Gwen murmured as fiercely as she could. Fierce enough that Ben ate the rest of the words. She felt just as fierce as she slid a hand up his back and the silk of his shirt so she could bury her fingers in his hair. His combed hair, her morfar must have... It felt so good to mess up his hair again. To make him look like _Ben_ again as she pulled him closer. "Don't you _dare_ think that! It's not your fault! It's not!"

"I - !" he tried again, the word a ragged gasp.

"It's not your _fault,"_ Gwen said again into his shoulder and she kept saying it until he finally nodded against her. Then she hugged him even tighter before she let him sit back up.

His eyes still looked _old_ , but when they looked at her… There was something hot in his green eyes as he looked _right_ into hers, something she saw every time he went hero for real, and his voice was almost growl as he declared, "Then it's not _your_ fault either."

Gwen felt a thousand arguments spring to life inside of her, and every one of them came with their own guilt, but then he narrowed his eyes and they all _died_ under his glare as something in her stomach quivered and the rest of her just nodded.

Her heart thudded as he kept staring at her until his lip curled up into a smirk that _screamed_ Ben as he nodded. "Good." She let out a breath she didn't know she was holding as he turned away. Then he looked around for a second before he shoved the sleeve of his shirt against his eyes.

"Ben!" Gwen gasped in shock because she couldn't help herself. "Don't use your _shirt_!"

Ben just shrugged as he finished wiping his eyes, then he gave her a look that almost sent her running for a tissue before his face twisted into a smirk that made her stomach flip flop because she _knew_ that look. It was one he only got when he thought he was about to do something that _he_ thought was super clever or super funny and she didn't…

"Why not?" Ben asked as he leaned closer and the smirk just got bigger. "It's not like I'm going to wear _this_ again."

"But - !" Gwen tried to protest because - because he looked _good_ all dressed up and she _hated_ herself for even _thinking_ that right now, and then he did something so stupid that it knocked that and every other thought right out of her head. "Ben!" She gasped in shock as he reached up for her eyes with his sleeve.

"What?" He asked, his smirk getting even bigger as she jerked away.

"You can't - !" She should have shouted the words, but the whole thing was just so _strange._

"Sure I can," he said, his voice a challenge as reached over again.

Gwen felt his sleeve brush her face again, but this time she didn't pull back. This time she just closed her eyes and tilted her head back as she caught his crazy. "This is why Grandpa carries a handkerchief!" She tried one last time for dignity's sake. The words should have been a shout, but she was grinning too big.

"Please." Ben just snorted again as he kept wiping away her tears. "Hankies are _gross_ and Grandpa does everything the hard way. I got a perfectly good sleeve right here."

That was so stupid that she just started giggling. She had to, he was just _ridiculous._ "You _doofus_ ," she murmured as he stopped and pulled his hand back. She opened her eyes and saw him grinning at her as he wiped his sleeve on his pants.

She wished that she could have kept smiling forever, but the crib was right there and she felt her smile melt away as she turned back. She shifted around until she was close enough that she could lean her head on Ben's shoulder and whisper, "I always wanted a little brother," she said with a hiccup as she stared up at the crib that should have held him.

"A little... " Ben went stiff under her head and his voice sounded off again as he sighed. "You always have me."

It wasn't the least bit lady-like, but she was too tired to fight the snort as she smacked his knee because the words… the idea… Ben as her _brother?_ "Please, Ben! I've spent too much time trying to forget you're related to me to _ever_ think of you as my… _ewww_..."

"My brother..." Ben's face twisted for just a second at the words. Just until she took his hand and squeezed with one hand as she brushed at her hair with the other and smiled at him. "You're my _doofus_."

His shoulders eased at that as he grinned and he squeezed her hand right back. "Good. I wouldn't want a dweeb like you for a sister anyway, even if you would have been a great one."

"Really?" Gwen asked. If it was anyone else, even Grandpa, she wouldn't have…

But it wasn't, it was her Ben, so when he nodded she believed him. Then his smirk came back and he added, "But I would have been a way more awesome cousin."

"First time for everything," Gwen teased as she lifted her head just enough to stick her tongue out at him. It didn't touch his grin at all. He just did the same thing right back at her and she let out a breath. Normal. Finally something normal, she thought as she squirmed around to sit closer to him. The two sat there, looking at the crib in silence. A more comfortable one. It still felt hard to breathe, and harder to think, but it wasn't as bad. 

Not with her doofus, her _Ben_ there. 

She squeezed his hand just a little harder as she leaned against him again and closed her eyes for just a second. His shoulder was warm and firm just like she always liked her pillows and she could have stayed there forever, which was why she was so annoyed when he shifted away from her.

Gwen's eyes popped at the move and she lifted her head, but he wasn't trying to get away. He didn't even let go of her hand. He was just reaching for something on the floor. Something that must have fallen off of the dresser that she'd barely noticed when she came in.

A little blue teddy bear.

Even from the floor Gwen could see a zoo's worth of stuffed animals that were waiting on top of the dresser and the gap that the bear left behind when it fell. Ben scooped the bear up and started to stretch so he could put it back without letting go of her hand when her breath caught. "Dad said they're going to give everything away."

Ben's arm froze in mid-reach and he gave her a look like he thought he'd just done something wrong. She could have hugged him again for that, and she might have if she could have pulled her eyes away from the bear. "Morfar asked and - " she shivered because her mom had. She couldn't help it, " - and daddy said that mom didn't want to be reminded every time she walked down the hall, so..."

"Oh…" Ben said as before he nodded like that made some kind of _sense_ as he looked at the bear, then those green eyes went back to her. "Would she - " He stopped and his face twisted like he'd just bitten into a bug before it settled back down and he almost looked serious as he asked, "Do you care if I take it?"

Gwen blinked and her emerald eyes searched his. It wasn't much of a bear. It wasn't even that big. It fit right in his hand and if he wanted something to snuggle Furry Freddy was _way_ better for _that._ "Why?"

The boy's only answer was an uncomfortable shrug as he rubbed at the back of his head, but he didn't tell her to forget it or lose that look in his eyes, so she knew he was serious _._

"Okay," Gwen said with one small nod and a shrug of her own. "She probably won't even notice."

Ben gave her a little smile as he held the bear up in front of him and twisted his fingers to make it wave its little arm at the two of them. She should have rolled her eyes because he was just being silly, but she couldn't help her smile. Some day she was going to figure out how the doofus did that. How he could always make her smile no matter how she felt. It was probably the same reason he could drive her crazy. Some day.

Today she just waved back at the bear.

It was worth it just for Ben's grin. He always looked like he _won_ something when she played along and she couldn't figure out what. She'd probably never understand him.

Especially not when he put the bear on her knee.

Gwen started and the bear jumped when she did. It almost rolled off of her before she grabbed it and tried to give it back to him, but he wouldn't let her. "You wanted it."

He held his hands up and pushed the bear back. "Yeah. For you."

Gwen didn't answer. She couldn't answer. If she had any tears left she knew that they'd be coming out, but she didn't. All she could do was stare at him and the little blue bear.

"Take it, you dweeb," Ben said, the name normal enough to make up for how weird it sounded when his voice was soft. "You need something to remember your brother."

"Kenneth," Gwen said for the first time since she'd read it off of the tombstone.

"Ken," Ben corrected, but he frowned at it even as he repeated, "Ken Tennyson."

"Kenny," Gwen said with a smile because _that_ finally sounded right. Right enough that she hugged the bear to her chest and tried not to...

For just a second she saw the boy again. Kenny was so small, but he fit right between them as she held a picture book open for the three of them. She was pointing at the words as she read them while Ben made jokes and… and seeing Ben's hand in the boy's red hair and the way that their green eyes glittered as they watched her make a show of rolling hers was...

Was…

It just felt so _wrong_ that it wouldn't happen, but it wouldn't.

Still, maybe Ben saw Kenny, too, this time because his eyes and his face both fell as he looked at the crib. "Yeah."

Seeing him looked like felt so wrong that she did the only thing that she didn't want to do. She got up, and she missed the warmth against her side immediately, but she didn't let that stop her as she stepped around Ben and went right to the dresser.

A half a dozen other stuffed animals were still waiting there and she wanted to take them all, but she didn't. There was only one that felt right. She scooped it up and went right back to where she was, but now Ben had a little beige lion on his knee as she hugged her bear close. "You should remember him, too."

Ben's breath caught as he picked the lion up with his right hand and had it pounce at her bear. Then he he wrapped his left arm around her and she snuggled in close. There were no more words after that. They just sat side by side in the empty room.

 

\- o - o - o - o - o -

**Bonus Material**

I have gotten very lucky because a fantastic artist named ZilpaEden has done some fan art for this story and made a new cover for Breaking Point for me. This is the first of her pieces. If you like it, please go to her [deviantart](https://www.deviantart.com/zilpaeden/art/Kenneth-804906738) page and let her know! Thank you, Zipla!

 

 

 


	17. What You Leave Behind

**Chapter 17: What You Leave Behind**

_Myrtle Grove Memorial Cemetery_

_Bellwood, California_

_July 3rd, 1999_

_3:48 pm_

'Max saw every one of his sixty-one years reflected in the black marble he was kneeling in front of.

He tried to find _something_ familiar in the face that he saw. Something that still looked like the man he remembered, but there was just a stranger. A stranger with a lot more salt in his hair than pepper; who had bags under his eyes and a maze of wrinkles covering his face. Wrinkles that looked like they were carved more by frowns than smiles, by more bad days than good even though he always tried to focus on the…

The man was a stranger, but Max saw him in the mirror every day anyway. He had ever since he first walked into this field twelve years ago.

Twelve _years._

Just _thinking_ that would have driven him to his knees if he wasn't already there. It still staggered him, though. Still sent his hand shooting out for something to grab onto, something to steady him.

And his wife caught him like she always did.

' _Hi, Stranger. Fancy meeting you here.'_

Max kept his eyes closed tight as he tried to remember how to breathe again while she just held him. Training he barely remembered from his pilot days helped a little, but it was her cool touch…

Her touch and everything that came with it. All the memories, all the things that he tried so hard not to think about, even when their Gwen asked and looked at him with her big green eyes that looked just like his Verdona's. He _knew_ that he should tell her, that she - that her and Ben both _deserved_ to know about their grandmother just like his wife should be remembered, but…

' _Take a picture, Max, it would last longer.'_

He saw his twin in the stone smile at the memory of her. He could _still_ hear the edge in her voice and see the look she gave him as they hurried in from one of the thunderstorms that always seemed to spring up from nowhere while they were living in Houston. Usually she loved them, usually they watched the lightning dance in the sky from the porch, but that night she was in a fancy dress and he was wearing his NASA jumpsuit after some photo op and their umbrella never stood a chance. They were both _drenched_ by the time they got inside and she was so cross as her makeup ran and her long red hair stuck to her back. Some of the words she said under her breath as she stormed across the living room, her heels clicking away…

It made her startled laugh all the sweeter when he grabbed up his Polaroid and did just that. And then nine months later...

Max watched the smile on his double's face melt away as that as he closed his eyes and shuddered. "He was so small," he whispered to her as he hung his head and tried to forget about the thing that was only two feet to his right. "Our boy, our Frank…"

He still remembered his son's first scream and his first laugh. And hers. All of her. All of his wife's laughs, all her scowls, all the things that he tried so hard to forget because it was too much. Because if he remembered all the ways she looked at him, then he would know all the ways that she'd never look at him again. He squeezed down on her as he tried to catch his breath.

When he finally opened his eyes again, when he finally _could,_ there wasn't even a hint of a smile on his double's face. Just lines that looked so much deeper, that looked like canyons carved into his face. He should get up. He knew he should. There were so many people counting on him, so many things that needed to be done, but...

' _You're always so serious these days, Max. Always in a rush. One of these days I'm going to find a rose that you'd actually stop and smell.'_

Those words sent Max's fingers up to the lapel of his suit coat. His fingers shook as they found the rose that he'd pinned there, that he pulled free. He held it under his nose and shuddered as he took a deep breath because it smelled like her when she came in from her garden. Then he put it down by the base of the stone. The yellow of its petals was just a splash of color against the black, but…

But she must have liked it, because he felt a breeze blow up and it felt so cool against the nape of his neck as it rustled the leaves over his head as the smell of her cooking filled his nose.

That was what finally made him look away from his wife, made him look up at the tree that was growing to the sky behind her and the branches that covered them. "I hope you like it here," he whispered to her. The leaves were just thick enough that they had the shade she craved during the day so she didn't get even more freckles, but at night…

When he visited her at night, he saw every star. "Every star for my Starshine."

' _Pick a good spot. Space Man! I'm going to give you a kiss for every star I see.'_ He closed his eyes again as he waited for her to keep her promise, but it never came.

Twelve years. How could she have left him? How could she be gone that long?

Maybe she wasn't, because the breeze came back again like it always seemed to when she was around. Maybe she really was watching over him like she promised. He didn't know, and she never said no matter how many times he came here and asked.

He wanted to sit down with her and ask again. He wanted to stay and watch the ducks swim in the pond at the bottom of the hill as he just talked even if she never answered with more than a breeze, but he couldn't.

Not today.

Not when everyone was waiting for him. He only had eyes for his wife from the second he walked up here, but he still listened. His ears weren't what they used to be, not after all the fights he'd been in, but they didn't fail him today. He heard every move that everyone made in the field behind him. He heard it every time someone shuffled their feet or moved their chair. He heard every whispered word...

And every tear.

He heard all of that from everyone except for the two he was listening _for;_ the two who should have been the noisiest, the two who should have been yelling about _something_ by now. Yelling and getting yelled at. The fact that he didn't…

The fact that he hadn't heard a sound out of either of them all day…

Worry twisted Max's stomach tighter with every second that went by without his grandkids making a _sound_ , but he still couldn't make himself open his eyes or turn his back on his wife. Not yet. Not even though he _knew_ that everyone who really needed him was waiting behind him. Not even when he heard their chairs slide and their footsteps on the grass.

Not even when he heard them start to fade in the distance. He knew he should get up and follow them, but...

' _And what if following you, waiting for you isn't my dream? You're meant for bigger things than me, Max Tennyson. Go and get them.'_

Max rocked at all the memories that chased after those words, at how she wouldn't meet his eyes after she said that as she sat in the booth across from her, how she huddled there with a cup of bad coffee in her shaking hands and her wrap tight around her shoulders even though there was barely a chill in the air yet. He even remembered seeing the skeleton of an arch clawing its way into the sky in the window behind her.

He got up after that even though he hated himself for it. He hated himself more with every step, every mile, every day that went by after he left her sitting in that booth, but he didn't know what else to do or say. He tried to lose himself in the training that she said he couldn't give up on, but it didn't help. He just kept hating himself until he heard someone knock on the front door of the house he rented in Houston that never once felt like home.

Or it didn't until he opened the door and saw her standing on the other side. She had tears in her green eyes and a single suitcase by her side as she held out a bottle of coke with her shaking hand and said…

"I can't find a bottle opener, either, Starshine," Max whispered her words back to her as he rested his head against the cool stone. "I don't know what to do. They - they always needed you more than they ever needed me. I don't know what to say."

' _Words. You always worry too much about words, Love. They aren't magic. You know what you have to do, so give me a kiss and go do it.'_

Max nodded as he lifted his head up and gave the stone he was holding on to another squeeze before he ran his fingers down it's face and over carved into it. The last words that she left for him;

**Verdona Abigail Tennyson**

**The Rose of Our Lives, Taken Too Soon**

**1940-1987**

He pressed a kiss against her, against the black stone that he'd gotten just so it would reflect every star at night for his Starshine even though the color just reminded him of how he lost her during the day, and then he got up and did the one thing he'd been avoiding all day. He walked the four steps over on aching legs to the one person who needed him the most and he couldn't do anything for. "Hi, Kenny. I'm your Grandpa."

There wasn't any answer from the black stone that was polished until it was a mirror just like his grandmother's. One the size of a couple of postcards that stood guard over a powder blue shroud that was draped over the ground in front of it. Max read the words written on it and just nodded because he knew every one was true. Then he rocked as he realized that the stone was the only thing that his grandson would ever have in this world.

Almost the only thing.

"Your daddy told me that they would be done tomorrow and that they - that everyone was going to come back and make sure that you have everything you need, but…" Max took a breath as he reached into his pocket. He felt the weight of the Swiss Army Knife there, the knife that he'd used to cut a flower for his wife from his daughter-in-law's flowerbed, and the one he'd taken apart and put back together while his son drove and his daughter-in-law and grandson stayed so quiet behind them. Quiet except for the beeping from the Omnitrix until the boy's dad finally made him stop. Stop for the first time in a day and Max knew that he should have…

But he couldn't let his grandson go without giving him something and working with his hands was always easier than finding the words.

He squeezed that knife again as he stared at the shroud and the stone, but Kenny didn't need the whole thing. Just the most important part.

"I want you to be careful with this, son, the edge is sharp," Max whispered as he reached past the knife and found the bottle opener that he'd taken the knife apart for under it. The knife didn't feel right now with it missing, but he could get it fixed. Or maybe he wouldn't. Maybe he'd just leave it. He took the loose attachment out of his pocket and gave it one last look before he carefully lifted the tarp.

"I would have done this before, but…" Max whispered to his grandson as he reached into the hole and carefully set the bottle opener down on top of the tiny wood casket that he'd carried not twenty minutes ago. It was already sealed, but it didn't matter. He knew that Kenny would find it anyway. He touched the wood one last time before he drew his hand back and smoothed down the tarp so no one would ever know what he'd done. "Ask your Grandma. She'll tell you what it's for."

His eyes burned and his heart thudded, but his face was still dry as he looked back at his wife. "I know you'll take good care of him, Starshine, but I'm glad that you have company now. You always..." Max said as started to push himself back up to his feet. He heard another man talking at the same time he was, and he felt sorry for whoever it was who said that because his voice sounded so broken and raw as he stared down at the tarp and stone.

He always thought…

"And I'll do my best for everyo - " Max was almost to his feet when the world tilted and spun around him and he choked on the rest of those words. He tried to find his feet as he reached out for anything he could catch himself on - as he reached out for _her -_ but she was too far away and he was all alone as he -

"Dad!" he heard his youngest boy yell from nowhere and the shock of it made Max jerk and spin. He heard thunder that sounded like a herd of horses or a couple of Tetramands coming his way and his hand went for the empty air at his hip as old instincts took over, but all he saw was a man bolting toward him.

"Carl?" Max whispered as he swayed because… because it couldn't be. His boy was a stick of a thing, tiny like all Tennyson men were until they hit 15 or 16 and his son… his son…

The bear of a man that he saw running toward him, who caught him with arms that felt like they were all muscle couldn't be his youngest. Not when he'd just been wrestling with both of his boys. Not when their arms could barely budge him and never wrap around him no matter how hard they tried.

"Dad?!" the stranger yelled again as he lowered them both to the grass and Max just stared at the hands that were holding him up. The man's arms were covered by a white dress shirt that seemed so wrong even though he knew it shouldn't, but his hands were covered in all the little scars that only came with a life in construction.

"It's all - Who - ?" Max mumbled as he was set down on the grass, but he couldn't stop staring. He couldn't stop looking for something familiar in the stranger until the man finally looked him in the eye. His face was all wrong, soft for all its muscle, but the eyes… those green eyes… "Carl? When did you get so big?" Max asked in surprise.

"Dad? Are you okay?" his son asked as his eyes got bigger at those words and his voice was wrong, too. It was deep enough that it almost boomed with the words. A man's voice, a man's hands, but his eyes. They were his son's eyes, and they looked so worried even as he pressed a hand against Max's face. It only stayed for a second before they darted down and started pulling at the buttons of Max's coat. "You're burning up, Dad!"

Max shook his head and tried to _think,_ but everything was fuzzy right up until he heard a woman shout, "Dad!" and something about that made the world snap back in place.

His head darted up and he saw a woman standing frozen on the path that was almost twenty feet away. Her face looked so pale between her black dress and her blond hair and she stood there frozen with her hands over her mouth. "Sandra?"

Max didn't have a clue how she heard him, he barely did, and maybe she didn't. Maybe she just saw his mouth move, because she came _running._ Some part of Max wanted to laugh even as he felt his coat get peeled away and the cool air felt so good against his soaking shirt as _she_ sent him another breeze.

"Careful!" He all but barked as his son tossed the coat to the side. "Your mom… you know how mad your mom gets when we get dirt on our..." Max warned them with all the seriousness that those words deserved. Should have deserved. His eyes flickered to the black stones and…

"What happened?" his daughter-in-law asked as she skidded to a stop in her black pumps and dropped to her knees in front of him without a care in the world.

Max saw the worry in her eyes, the terror and he shook his head and waved a hand at her. "I'm okay. I'm… I just got dizzy and Carl - "

"He's burning up just like Ben was," his son cut him off without a thought.

Max heard the words and shook his head as he laughed because those words were just _silly_ even as something about them made his stomach twist _._ "I'm _fine._ I've been hotter than this plenty of times. This is nothing compared to what I went through on the moon of - " he shuddered at the memory of that place, at how it got so hot that the air waved and the suit he had to wear just so he'd have something to drink as he did his best to follow Xylene's lead and not attract those huge -

"The moon," Carl repeated as he shook his head like he thought it was a joke, but it didn't do a thing to hide his worry or make him look anything like the boy he used to be, the one who believed all of Max's stories.

"You were a lot younger back then, Dad," Sandra said as she reached for her purse. The huge black one that he remembered someone sniffing at, but he didn't remember who. He just remembered how mad it made him when he saw the doubt in his daughter's eyes. There wasn't any now as she pulled out a water bottle and opened it with a quick twist before she all but shoved it into his hands. "Drink."

Max looked at the bottle and shook his head. "I'm not - "

"Max Tennyson, you're either going to drink that water or I'm going to pour it down your throat!" Sandra shouted at him.

The tone made him catch his breath before he did just that. The water was warm but it tasted almost as good as the breeze felt against the back of his soaked shirt and he just closed his eyes and enjoyed every last drop. When he was done he let the bottle drop out of his fingers and just tried to breathe.

That was when he felt a woman's slender fingers go to his tie and start pulling on the knot just like…

Max eyes shot open at the touch, sure that he'd _caught_ her. That he would see her kneeling in front of him again with her face twisted in a scowl as she worked on his tie. That he'd find her with just the tip of her tongue sticking out of the corner of her mouth as she concentrated, and that she'd blush as red as her hair when she realized that he was looking. Red enough that the freckles that powdered his wife's cheeks would stand out even brighter before she grinned because he _-_

"Dad?" Sandra asked, her blue eyes jumping up from his tie as his breath caught. Then her fingers froze on his tie as he felt a chuckle fill his chest. "Dad, did I - ?" she repeated, her voice shaking just a little and he felt so bad as he watched the worry and doubt flood into her eyes as he let the belly laugh out.

"It's not... " Max said as he shook his eyes and tried to explain, but he couldn't stop laughing. Somehow he forced the words out anyway. "It's just… It's been a long time since a woman has yelled at me like that."

He didn't know he wasn't laughing until he heard his son whisper, "Oh, Dad," and he saw his daughter's face twist as she wrapped her arms around him and pulled his head to her.

"I - " Max started as he tried to pull away, tried to stay as strong as they needed him to be, but he couldn't _stop._ He just pressed his eyes into the soft black lace that covered her shoulder and cried like he hadn't in years.

"It's okay, Dad," Sandra whispered and he knew she was crying too as she rubbed the back of his head. He felt his son's hand take his shoulder and squeeze, but his boy didn't say a word.

He didn't have to. He stayed and that was enough.

Max didn't know how long he stayed there, but it was long enough that he couldn't meet either of their eyes after he pulled away. Not when they looked so worried. Not when he felt so… "I'm… I'm sorry you had to see that. It's been a long day and - " he shook his head and ran a hand through his hair. "I'm sorry."

He heard his son suck in a breath even as he clamped down on his shoulder again. "Dad, if you apologize one more time I'm going to smack you. It's okay."

"And I'll yell again," Sandra said, her face so serious as she nodded and glared. Her eyes were the wrong color, but besides that they looked just like the eyes he'd seen so often when he'd done something stupid.

' _And you deserve every word of it, you silly man.'_

"Carl's lucky he found you," Max said to her as he reached for the pocket and the handkerchief that he always carried in it, but his son was just as fast as he was lucky.

He took it from him with a nod and wiped his eyes while his daughter-in-law just glowed as she looked at her husband and asked, " _You_ found _me_?"

"That's my story," Carl said right back as he smiled to, or tried to."What happened, Dad?" and the worry came back even as the grin slipped off of Sandra's face.

Max just shrugged. "It was stupid of me. It's too warm for these coats. I should have been smart like you and taken it off, too, but…" but it seemed wrong to do that here. Like he'd be disrespecting his grandson and his wife both even though he knew just how stupid that was.

It was the kind of stupid that would have cost lives back in the day. If he was lucky, it would have just been his.

Sandra sucked in a breath at the words, and her scowl was a terrible thing on her face just because Max almost never saw it. "I _told_ that woman that it was too hot, that we could have looked _presentable_ without…"

"Sigmund was wearing a coat, too, and Frank," Max muttered as he rubbed his eyes. He was getting _old_ and _tired_ if…

God, he was so tired.

"Sigmund has a tailored summer suit," Carl muttered, "and Frank is a freaking camel and he always has been. Even if he is getting old."

Max laughed at that, but Sandra didn't. She shot her husband a look instead. "It wasn't his fault that he left."

"Frank's gone?" Max asked as he let out a sigh of relief.

A sigh that made the two who were here go stiff and shoot each other another look. "He - he wanted to stay dad," Carl said, suddenly defensive and sad all at the same time. "He wanted to talk to mom, too, but…"

"Lili," Sandra said that one name with so much concern that Max was almost flattened again after all the years he'd heard it almost spat out of her mouth. She pulled at the hem of her dress with worry. "She - and - and - "

Max reached over and took her hand and she stilled. "I know. Sandra. And I'm not mad, Carl. I'm glad that Frank took her home. I was keeping an eye on Lili, too." He saw how pale she was, even with all the makeup that someone had put on her so she wouldn't look it. He also saw how slow she walked, how every step seemed to hurt more and more even as she clung to her husband and her daughter until she dropped into one of the metal chairs that were waiting for them.

He saw how far away her gaze was, too, and how dry her eyes were. Hers and Gwen's both. Lili had _that_ smile locked on her face that Max hated because he knew it was as much of a mask as the faceplate on his Plumbers suit and Gwen -

His Pumpkin didn't even have that much of an expression. She just stared. Her and Ben both.

"I'm glad that Frank took her and the kids home," Max repeated in a whisper as he closed his eyes. "They didn't have to wait. Not for me." Not for his selfish old hide. Talking to his wife when they needed him? Verdona would have been so mad at him for being so stupid.

' _You silly man.'_

He thought he'd hear a sigh of relief at those words, not his daughter-in-law sucking in a breath, and not his son saying, "Sandy Bear?" like he was just as confused as Max was.

"I - " Sandra started and stopped as she backed away and her eyes kept darting from their faces to the ground as she worried at her hands, hands that had fingernails chewed ragged. "I _couldn't!_ I couldn't let _her_ take my Ben home! Not with the way she _talks_ about him! The way she _treats_ him! I just couldn't! I - "

She looked so ready to run and curl in on herself all at the same time that Max just stared. He heard his son clear his throat, and he expected his boy to sound just as lost as he felt, but his voice was so calm as he said, "I know, Sandy Bear. It's okay. I wouldn't have put him in that car either. I wouldn't have let _any_ of them go with her, but..."

"Really?" Sandra whispered with her eyes like saucers and Max was horrified when he realized that she was worrying at her hands to try and stop them from shaking

"Really," Carl said with a sure nod as he took a step towards her and she just collapsed into his arms. "You left him in the van?"

Sandra nodded. "With the air on. I would have stayed, but I wanted to check on you and dad and - and I didn't know what else to do."

``Why?" Max stared at them both and his hand went to the back of his head. "I know - " he started and stopped because he loved the girl in front of him. He had ever since he first met her, but he loved both of his girls and he had to say _something_. "I know that you and Lili have your problems, Sandra, but - but she loves Ben, too, and - "

"Not _her!"_ Sandra all but shouted into her husband's shoulder. "Of course Lili wouldn't! She's - She was so much better before _that woman_ got here! Before she - " she pulled away from Carl and the look in her eyes as she stared at Max. He'd seen looks like that before. In the Air Force, in the Plumbers and on some horrible days in the mirror, but he never dreamed he'd see it in her eyes. "Didn't you _hear_ her?! 'Natalie, you're making a _scene!'_ She just lost her _son!_ She just wanted to hug her _daughter_ and - and - !"

"I know, Sandy Bear," Carl said and his voice was so calm, but Max could see how tense every muscle in his back was and he wasn't fooled for a second. "If Dad didn't raise me so well…"

Those words should have been a joke. Max knew they weren't.

"And the way that _walrus_ of a husband of hers just grabbed Ben the _second_ he walked through the door and dragged him upstairs! If Lili wasn't - " Sandra added as her face burned red with rage even as her eyes… They were so far away before she buried her face in her husband's arm again and he squeezed her close.

"I know," Carl said, his voice still too calm. "I wanted to deck him, too."

Max just stared and asked, "When? When did all of this - ?"

"You were still in the Rustbucket getting ready, Dad," Carl said, and then he let out a bitter, ugly laugh. "For all their garbage about manners and the right way of doing things..." and then his shoulders sagged, "but they just lost a grandson, too."

And they all froze at those words. Froze and looked back at the little gravestone. "Kenny would have been…" Max started as he fought for the words, but they stayed just out of reach like they always did and what he found wasn't anywhere near good enough. "He would have been so good."

Carl went started to nod when Sandra surprised them both by laughing. "He would have been a _menace._ All of you Tennyson men are! Lili and I - Verdona warned us _years_ ago, but…" she said as her eyes glittered with tears and more. Max finally fished out his handkerchief and she took it with a tiny smile that didn't take a bit of tension out of her.

Not like her husband did, with eight soft words and an even softer kiss. "You love us, Sandy. You know you do."

And when he pulled back, she was smiling again as she nodded and took them both in, but her voice still shook as she said, "I do. All of you, with all my heart," and the second Max saw that smile…

' _Carl finally brought her home, Max. That girl he's been going on and on about. Come home soon so you can meet her, too. I knew she was perfect for him the second I saw her smile. She glows.'_

Sandra did, from the moment Max first met her until now. She did, and then that smile melted away and she ducked her head, but not fast enough that Max missed the storm clouds that filled her eyes or the way she rubbed at her hands. "Lili - Lili's with _her_ now. She's all alone with _her_ and _that woman_ is probably telling her everything she did _wrong_ today as she digs through _everything_ in her house so she can find even more. Mother… Mother never needs an excuse and she _always - !"_

His son moved so slow before, he was so gentle with her, but not now. Now he pulled her to him and wrapped his arms around her and just squeezed as he whispered in a fierce voice as he rocked her. "Elna's not _them._ Sandy. She's a stuck up _bitch,_ but she's not them. Lili's okay. Lili's okay."

"She's - she's all _alone_ with _them!"_ Sandra said, her voice cracking as she shook her head and bite down on her nails again.

Max felt so lost as he stared at his daughter because he knew that it wasn't true, but this time he found the words. This time he found the strength to pull himself up off of the ground and stand up. He held his hands out and said in the same firm voice that his father and Grandfather always had when there was work that needed doing. "Then let's fix that. Let's go make sure that she isn't."

The look that those words got him. The _relief._ From both of them.

For the first time since he got the phone call, Max felt like himself again. Almost, except for the shooting, throbbing ache in his back and legs as he made them stretch and work, but it was just stiff muscles and pain and he'd learned how to ignore both of those years ago. He was sure that none of it showed on his face, because his son didn't even hesitate when he held his hand out and pulled him to his feet, but it was a relief when Carl helped up Sandra all on his own.

And a joy when Sandra turned and almost knocked him back over as she all but jumped into his arms as she grabbed him up into a hug. "Thank you, Dad," she said and he hugged her close just like she had for him. And when she pulled away, she pressed a kiss to his cheek before she spun and took her husband's hand.

Carl looked just as determined, but somehow he managed a grin. "And let's do it before Ben destroys the minivan." That earned him a slap and a worried laugh from his wife as the two set off for the path. They didn't even bother grabbing up his jacket.

Max just watched them go before he took aching two steps and brushed his hand over his wife's stone. His eyes never left Sandra's back and the worry never left his voice as he murmured, "I don't know what's going on. I missed so much. They need you, Starshine. Not me." He's never seen the girl behave like that before, and he felt sick because of it. He wanted to write it down to the stress of the last few days, but…

' _They need you, too, Max. They've always needed you. What would the boys do without you? And the girls… Their babies are going to need you so much, too, Max. Almost as much as I do. Hurry home. Please.'_

Max shuddered at the memory of those words, and what he said next. What he promised and what he never got to do. He was so busy trying to save the world from Vilgax and so far from home when his ended, but he knew what he should have said.

He said it now. "Okay."

And with that, he followed his kids down the path and followed them home as best he could as he felt every day of his life. They were just in sight of the open gates that separated the cemetery from the parking lot when Sandra and Carl both stopped and looked back at him. "I'm fine," Max said as he made his aching legs move faster so he could catch up.

They didn't listen. "Dad, are - ?" Sandra started as she all but dashed back up the path to him. She moved so fast that the hem of her skirt danced around her knees even as Max tried to wave her off.

But as bad as it was as she touched his arm and looked into his eyes again, the sight of the phone in his son's hands was even worse. "Just find somewhere to sit, Dad. I'm calling - "

"You don't have to call anyone," Max muttered, and he said it harder than he wanted to, because he saw them both jump at his tone. He made himself take a breath and sighed. "I'm just stiff. It was a long drive." And falling on his butt like an idiot didn't help anything.

"A long drive? I know that the minivan is smaller than what you're used to," Carl said with a grin that didn't touch his eyes or hide the worry, "but it's a damned sight more comfortable than that bucket of bolts that you - "

"There's nothing wrong with my old girl," Max said, offended on her behalf. Not as much as there was something wrong with _him._ His legs were finally loosening up, but his back just screamed and it kept on screaming until he made it pop. That felt so good that he just sighed and said, "And you wouldn't be any more eager to sit than I am if you just did a straight shot from Chicago either, you whippersnapper."

Max knew he said the wrong thing the second the words left his mouth, even before his daughter-in-law's dropped. "Chicago?" She said and the word was barely a whisper.

His son wasn't nearly as quiet as he grabbed Max by the arm. "Chicago?! We thought - You said you were heading down to Aunt Vera's after New York! That's where we thought you _were! Chicago?!_ That's - " Carl's teeth clicked as he bit down on the next word and his mind raced. "That's a two day drive, Dad! Three! We called you _yesterday!"_

"We were heading that way, but the road called," Max said, and the fact that he never headed where he said he was over the phone. He never had. He _knew_ better. "And it wasn't that bad, I know some shortcuts."

"Dad!" Sandra said as she just stared at him. "What were you - We could have _waited!_ You didn't have to - We would have _!_ Frank and Lili - Elna and Sigmund only rushed things so that - We thought you were at Aunt Vera's! That's just ten hours away, not - !"

"It didn't matter where I was," Max said as he reached out and took his son by the shoulder and let his eyes move from him to his wife. He didn't get mad. He didn't have any right to, but he could do serious. "I would have gotten the kids here no matter what. I didn't tell you because I knew you had enough on your plate. You didn't need to worry about me."

"Dad… we…"

"Natalie _needs_ this, Carl. She needs to say goodbye. So does Frank and Gwen," Max said as he looked his son right in the eye and his boy looked away. "And so do you and Sandra. You need this more than I need a couple of hours of sleep. My back hurts, but that'll pass. This won't. Not without… You, all of you come _first."_

Carl shook his head at that and when he looked up he found his boy after all, because his son had the same desperate, confused look in his eyes now that every time he found out that they had to move. He never understood _why,_ not even Max explained things as well as he could when he couldn't say a word that was true, but he always tried to make it seem like an adventure. He kept shaking his head until he finally snorted. "Crazy old man."

"What he said." Sandra nodded, but her glare never wavered. Not until she finally hummed and leaned in so she could give Max another kiss on the cheek. Her eyes might have softened, but they didn't lose their worry. "Come on, let's get you home before you fall over. Again."

"If the van is still there. Ben has been left alone for a while," Carl said with a nod. It was a tease, mostly. And so was the, "Hey! Dad got a kiss!" he followed it up with as he rubbed his shoulder

"Your father is crazy _and_ sweet _,"_ Sandra sniffed with her nose and she wrapped her arms around Max's and she didn't let go, but she didn't complain either when Carl came up and took her other arm.

"I'm sweet! Tell her dad."

"You're a _menace,"_ Sandra said as she turned to Max just so her husband couldn't kiss her.

Not that it stopped him, he just kissed her cheek instead as Max looked away, but it didn't stop his smile as he murmured. "You would be so bored if we weren't."

' _Sweet and smart, Max. You're going to love her.'_

"You know that you can't leave us alone," Carl said right back, and then his smile froze. All of theirs did. They didn't go away, but they were edged with worry and grief and they walked the last twenty feet to the gates as fast as Max's legs would let them.

"See, I told you that it would be fine," Sandra said as she pulled her arm free from Max and slapped her husband's hand like none of them heard her relieved sigh.

"He probably just got back," Carl said as he lifted their hands and kissed hers as they crossed the pavement for the almost empty parking lot.

She might have shaken her head, but it didn't hide her smile. "Honestly, you two… Did you really think he would just _drive_ away?" Max didn't say a word, he just reached for the handle for the side door and pulled.

And nothing happened. Not until he heard a click that almost sent him diving for cover before he realized it was just his son unlocking the doors. "Works better that way, Dad," he heard his boy said as he jingled the keys and the little box that they were hooked onto that he was holding. Max knew he should have laughed, but...

He yanked on the door anyway and braced himself for an explosion that never happened. Unless you counted the snoring.

Ben just sat there in the middle seat with his head against the window and his hand on the bulge that the Omnitrix made under the long sleeves of his white dress shirt. His hair was a mess again and his coat and tie were both tossed in the back seat without even the slightest care paid, but besides that…

"The van's still in one piece?" Carl asked, and his son sounded delighted and surprised all at once as he came up beside Max.

Max just nodded as his heart slowed down as he stared at the boy. He looked so small when he was asleep. He always did. For all the things he'd done, all the people he'd saved… Why was it so hard to remember that he was only eleven? "Seems that way."

"You shouldn't sound so shocked, Dad," his boy teased. "Just how much trouble _did_ he cause over the summer?"

"None," Max whispered as he stared at the boy. There was a bit of drool running down Ben's chin as he snored, and Max knew that if Gwen was here she'd be angling up her phone for a picture just so she could tease him with it later, and that Ben would chase her the second he found out and it would end the two of them screaming.

Screaming threats and promises, screaming just to _scream_ as they ran around and…

And as much as it drove him crazy over the last week, as much as it hurt watching them fight, he would have let them do it today. He would have let them run until they were exhausted and screamed until they were hoarse and glared at anyone who even thought about stopping them, but Gwen wasn't here, and Ben just slept as a sharp line creased his brow.

Max reached up so he could pull himself in so he could sit next to his grandson when he felt a hand touch his shoulder. "Can I?" Sandra asked as she stared at her son with wide sad eyes, before she looked at him _._ "Can I sit with him again, Max? I just… It's been weeks and… I just want to..."

Max tried to smile for her as he stared at his grandson and couldn't, but he managed a nod as he took a step back. The smile came a second later as he watched the woman settle in next to her son, as he watched her fuss over him and hooked his seatbelt and then hers. He saw her hesitate for just a moment before she wrapped an arm around her son's shoulders, and Max jumped because Ben slept so softly these days, but the boy didn't even flinch. Not even as she eased him away from the window so he could rest his head on her shoulder instead.

The whole time Sandra stared at her messy haired sleeping boy like he was the most precious thing in the world. Which he was. There was only one other who was just as good. Max closed his eyes because there should have been two, and when he opened his eyes again…

There were quiet tears running down his daughter-in-law's face as she rested her head against Ben's and she started to hum something as Max watched and Carl eased the sliding door closed. Something almost familiar.

"She hasn't sung that in _years_ ," Carl whispered even though that didn't hide the way his voice shook and he didn't move. He didn't even let go of the handle, he just stared at his wife and son through the window. "Ben - Ben wouldn't let her. He would just… He was so good today," Carl whispered. "Him and Gwen both."

"I know," Max whispered back. "They always are." That got another laugh, a short one as they both just stared. "Kenny would have been…"

"My Sandy Bear is right. He would have driven Frank and Lili _nuts_ just like - just like…" Then there was a noise as he stared at the tinted window that hid his family. "It could have been him. Twelve years ago. It could have been…"

"It _wasn't,"_ Max said, his voice just as firm as his son's had been. He had to be firm, because if he wasn't, if he let himself remember just how hard Sandra's pregnancy was on her and all the close calls… Hard enough that they never tried for another, even though they always talked about it. "He's right here, Carl." Max said those words, but he looked through the window again, just to be sure.

"I know!" Carl snapped before he took a breath. "I know…. It's just… how do I look Frank in the eye when my son's here and…"

Max didn't know. He just reached up and squeezed his son's shoulder and asked, "How did you do it before now?"

"He needed me. Him and Lili both. They…" Carl just shook his head, "but he…"

"They still need you," Max said, the words so simple and true that they just slipped out as his boy bowed his head. "Just be there for him, Carl. That's all you can do. It's all anyone can do."

They were, but he was sure that they did just as much good as anything else he'd said until his son reached up to squeeze his hand and nodded. "'All anyone can do is their best.'"

They were the words that Max grew up with. They were the words he heard every summer when he went to live on the farm, and the words he'd done his best to pass on. "You should listen to him, son. Your great-grandfather knew what he was talking about."

"I wasn't thinking about him, Dad," Carl said as he shook his head.

Max sucked in a breath at those words. ' _And you think that they don't need you, Space Man.'_

His son wiped his eyes with the back of his hand as he stood up straight, then he grinned at Max and punched his shoulder. "So let's get a move on, old man. People need us."

Max just nodded as he stared at his boy and pulled open the passenger side door. The second he heard his daughter-in-law. Her voice was soft and low and he could hear the tears in it as she held her sleeping son close, but it still filled the van as she sang, "My beautiful, beautiful baby boy."

' _Grandchildren. Can you even imagine, Max? We're going to have grandchildren. Our family is getting so big.'_

Max just smiled and listened. Her singing and his grandson's soft snoring and they sounded as good as any album he'd ever heard. Good enough that he had a grin of his own when he turned to pull himself up into his seat.

A grin that froze when he saw something on the was sitting right in the middle of the seat catch the sunlight. Something silver and green that was barely the size of a quarter, but still so heavy when Max picked it up with a shaking hand.

He didn't look at it. He didn't need to, he'd seen it before. His eyes just went to his sleeping grandson as he ran his thumb over the pendant. It was such a simple thing, an oval bit of silver with a loop at the top that usually had a leather cord snaked through it so that the man who owned it would never lose it. He felt the lines engraved into it through his calloused thumb, lines that were filled with turquoise, and came together to show the face of St. Jude.

It was such a simple thing, and it froze him in his tracks.

' _It's always something with you, Max. Always.'_

"Do you need - " he jumped at his son's words because he forgot that the boy was even there. Those and the next ones. "What's that?"

"Just - " Max started and swallowed hard. After he did, it was easier to fake his grin as he pocketed the pendant. "Just something that the kids got me. It must have fallen out of my pocket when I got out. And thanks, son, but I can manage. These old bones still have some life left in them." That got him another chuckle as his son waved a hand at him and disappeared around the back of the mini-van.

The second he did, Max looked around, but the parking lot was just as empty as he expected. He still looked anyway as he pulled himself into his seat, and kept looking even as his son climbed in next to him. His own sweet boy, who grinned even though his eyes glistened as he twisted around in his seat so he could squeeze his wife's knee and look at their sleeping boy.

There weren't any words. Not for what Max saw. Not for what he heard when his son finally settled into his seat and joined in with, "Out on the ocean sailing away, I can hardly wait," as he started them on their way home.

Max knew every word, but he didn't join in. He just felt the weight of that pendant as he stared out the window.

' _You're home now, Max. Just let it go. Please_.'

\- o - o - o - o - o -

"Ben? Ben?!"

Max jolted at those words and the commotion behind him. His back and his neck and his shoulders all screamed at him when he jerked his head and body around, especially after he heard Ben gasping for air, breathing hard and panicking. It set off every alarm bell in his head, and he reached for his plasma pistol and grabbed at empty air. Then he saw Sandra recoiling away from her son, whose wide eyes flickered around, looking for something that nobody else could see. Not even Max.

"I gotta! I gotta!" Ben said, his voice a frantic ramble while he tugged and yanked at his seatbelt and finally remembered the catch that set him free. His right hand went to his left arm and Max let out a strangled little noise of panic, but the shirt sleeve kept Ben from activating the Omnitrix, and that momentary delay was enough time for Ben to look confused and for Sandra to recover from the shock.

"Ben! _Please!"_ Sandra begged as she reached for him.

"No!" Ben shouted at her as he kicked away from her hands and he only stopped when he ran out of seat, but his eyes never stopped as he gasped for breath. And Max spoke up before Carl could, hoping that his voice would bring his grandson back down to earth from wherever he'd gone inside of his head.

"Ben, we're okay. We're home." Max croaked out. Ben flinched from the words or his voice or maybe the combination of both. It did the trick, and the wild, frantic look in his eyes faded. Not entirely, but enough that he seemed to register where he was again.

"Grandpa?" Ben asked as he finally stopped looking everywhere and settled on him. "Where's - " he started, and Max could see when Ben's eyes drifted away from his face and looked through the front windshield and the closed garage door before he swiveled his head to the Town car they were packed next to and the Rustbucket that was out by the road beyond it.

"Ben, please!" Sandra gasped out. "What's wrong?" She was doing a little bit better than Carl was, who could only gape and wonder what his son was doing.

"I'vegottafindGwen!" Ben stammered, and jerked at the door handle on his side of the van. It didn't open, locked as it was, and Ben made an angry noise before jerking up the lock tab and forcing his way out of the vehicle. He hit the ground at a run, and didn't look back as he raced to the Rustbucket.

None of them said a word as Ben crashed into the side door of Max's RV, jerked at the handle a few times, then let out a scream before racing into the house. And then Sandra let out a sob, and Carl reached a hand back to her. She grabbed hold of it and squeezed it tight, while Max struggled to think of the right words to say.

He'd always struggled with words. Not like Verdona had. ' _But you always knew what to do, didn't you, baby?'_ And she was right, she usually was.

So Max ignored the fatigue and the aches in his back and legs from too much time sitting behind the wheel, and reached back and put his hand on top of his son and his daughter's. "He'll be okay. I told him…" Max sucked in a breath, and out came a lie. It was small and harmless, and necessary, but he still felt it. He felt every lie these days, and there were so many. He felt the weight of that pendant in his pocket, too, and he knew that the weight wasn't going to get any less. "I told him that he had to be there for Gwen."

He probably had, somewhere in those long hours where he tried to keep them from slipping into themselves. Max thought of all the things he'd tried to tell Ben, who sat up beside him in the passenger seat and fiddled with the dial of the Omnitrix, but never turned it on. Ben had nodded at all the right times, but...but he'd never heard a word of it, Max knew. If he had, he would have stopped. He would have just allowed himself to _feel_. But Ben hadn't, and neither had Gwen. And now, it was catching up with him. His grandson needed him. But Lili and Frank needed him, and Sandra and Carl needed him, and…

And...

Everybody needed Max Tennyson today, and all Max wanted to do was collapse and sleep like he hadn't been able to for almost two days. But…

' _But our sons need you. Our daughters need you.'_ He could see her hand on her hip and that look on her face that brooked no argument. ' _So get up…'_

He unbuckled his seatbelt, opened his door, and got out…

' _And be there for them.'_ So Max walked around outside of the van, opened up the side door, and set his hand on Sandra's shoulder. He wasn't surprised in the least when she spun around and pulled him into a hug.

"Come on." Max said, after five seconds of hugging her back as tightly as he dared. She was still shaking like a leaf. "He'll be all right. He's just keeping a promise." It was a lie, and at the same time, it wasn't. It made the bitterness just that little bit more tolerable.

"It was almost like he didn't recognize us." Carl muttered, and Max held back from flinching at the hurt in his son's voice. "I've never seen him that… that…"

"Probably just a bad dream." Max said and it didn't feel like a lie. Probably because it hadn't been. Max knew that panic. It hurt to see it on his grandson's face, though. Almost as much as…

He wiped a tear from his eye. "We're all probably going to have them for a while. But if we look after each other, we'll get through it." And then he pulled back away from Sandra and gave them both a smile he didn't really feel. "Lili and Frank need us, Sandra. She's family, and…"

"I'm not leaving Lili alone." Sandra said, and the tears were gone then. Max took a step back at the steel in her words. Something he hadn't felt from her in _years_ whenever Lili came up in conversation had settled back into place. "Not now. Not with _her_ here."

Max swallowed and nodded, and looked over to Carl. His son was just as surprised as he was. But they met each other's eyes and nodded, because it was what was right.

Tennysons stayed together. So they all left the van behind them and walked to the house that had a wide open front door, to be there for each other. Max sighed as he went, praying that Ben had found Gwen, that he'd been able to calm down…

" - _hooligan_ is almost twelve years old!" he heard a woman's voice come crabbing through that open door and killed that hope and her crisp and curt tone grated like it always had. He saw Sandra come to a dead stop at the tone even as Elna walked up from the other side of the door, her hand reaching for it, but she wasn't looking out, just back. Back down the empty hall behind her. "His parents should have taught him _some_ manners by now!"

Max felt the growl start in the back of his throat as he glared at the woman who was two years older and should have been a lot wiser than she was, and he understood just what Carl meant back in the graveyard. If he wasn't raised so well…

And then he heard a voice that _mattered_ so much more than that old battleaxe's. His oldest boy, who sounded like he was down, but not out - not yet - as he sighed, "It's been a long day, Elna. You heard him. He has to go."

That should have been the end of it, but Elna shook her head as she turned her glare to the side. "That's no excuse, Frank. Can't _any_ of you teach him that little _menac_ e - ?"

That was as far as she got. Max heard Sandra suck in a breath from behind him and he could just imagine the look in his son's eyes at those words. They would have looked just like his, they always did. "Now - " Max started to say before his boy could. And that was as far as _he_ got, too, before he heard it, the sob that tore the air and all the ones that came after it.

"Lili?" Max breathed with worry even as Elna turned and called out, "Natalie?"

Max managed a single step before he almost got bowled over by his other daughter. He always forgot how fast the girl was when she needed to be, and how determined. "Sandra!" Elna gasped as the blond woman shot right through the door, and his girl didn't even bother to glance at the other woman as she disappeared into the house.

His son was barely a step behind and gave the old woman just as much care.

"Carl!" Elna called out and she looked so put out before she made a little noise of dismay as she followed in a measured cadence that was so _proper_. While Max...

_Stop worrying about what you're going to say! She doesn't expect you to fix her problems, Max. Neither of the girls do! They need you! Just be there!'_

Max nodded as he grabbed the door frame and turned, Max always - he loved Carl and Sandra. He loved them with all his heart, but he always thought that Frank and Lili were the stronger ones. The ones who would never break. He had ever since Verdona told him what happened with Lili's parents all those years ago. The parts that his wife could get out before she would just turn away and start muttering curses, anyway.

When the storm passed, when she was finally spent and in his arms, she would just shake her head and murmur, ' _She's a fighter, Max. Our boy picked well.'_

But everyone had their limits. Everyone. Even if he'd gone deaf, Max would have known that Frank and Natalie were well past theirs. One look was enough to see that. Natalie had collapsed against her husband with her face buried in his shoulder and what little of it Max could see was almost white. The only part of her that had any color was her hair, hair that her husband was stroking as she sobbed so hard her body _shook._ And Frank, his dear sweet _stubborn_ boy, he barely looked any better as he clutched at her like she was the last thing in his world. He couldn't see his boy's face either, not with it behind his wife's head, but he could see his shoulders shaking.

Everyone could surprise you, too.

For the second time in as many minutes, Sandra did. Her eyes were wet with tears, too, but she sank down on the couch behind Lili and wrapped herself around the woman she usually ended up screaming at, and when Lili reached a shaking hand back, Sandra took it without a second's hesitation and just _squeezed._

It should have been amazing, but Max couldn't help remembering all the times he saw the two women like that back when Verdona was still with them and both couples were living under his roof. It wasn't for long, not for more than a few weeks, but still…

He was sure that they'd both forgotten all about when they were sisters instead of whatever they turned into after they lost Verdona and the kids were born. Maybe he was wrong. He hoped he was. If even that much good came out of today, then…

And his boys, his wonderful boys…

Frank and Carl always looked just as ready to take a swing at each other as they were to hit the diamond together when they were growing up, and even if it mellowed down to them getting a beer together on Sundays that never went away. Not really, but there was none of that right now. Not as Carl slid down from the couch's arm and just wrapped his hand around his brother's shoulder and squeezed.

Seeing the four of them like that was the closest thing to a miracle that Max had seen in a long, long time, and he'd be damned if he let anyone ruin it now.

"Elna," Max muttered in a warning as the woman rushed across the living room toward them. If his back and legs didn't hurt so much he wouldn't have needed a warning, he would have just caught her and dragged her out of that room by her perfectly colored and styled hair if he had to.

But she was too fast and he was too old and worn out. "Natalie," Elna said as she stopped just in front of them and he saw every last one of his kids tense at her tone, but only one of them looked up.

"You've done enough, _Mother_ ," Sandra hissed as she hugged Lili closer and the look in her eyes was one he'd never imagined her having as the woman in her arms just kept crying. "Go make some _tea."_

"She's _my - "_ Elna tried.

"We've got them," Carl said from over his brother's shoulder, and the words would have been warmer if they were a snarl. "Go _sit."_

Max saw Elna go ramrod straight at the words and he could just imagine the storm on her face at those words, a storm that would fill the whole house unless he stopped her. He put his hand on her shoulder. He didn't squeeze. He didn't have to, he just wanted her to know that he was there, and that Tennysons looked out for each other. "Come on, Elna. Let the kids - "

"No!" Elna said as she almost shoved his hand away, and the look she gave him…

Max sucked in a slow breath of air and tried to remember that today was _not_ a good day to snap back at her. That she didn't deserve it, even if Verdona had always _hated her_. She was still Lili's mother, and...

And it didn't matter. Not after Natalie let out a low keening wail that almost drove Max back down to his knees.

It did drive Elna to hers. She moved so gracefully even for her age as she knelt in front of her daughter, as she reached up and put her hand on Lili's knee. Not that Lili noticed, not that Lili was noticing _anything._ She wasn't making a sound now, but she was still shaking, or she was until her mother sighed and murmured, and her voice…

It didn't lose a single bit of it nails on a chalkboard _properness_ , but there was something else in it now. Something that crept into her voice as little as her accent did, but they were both there now. "Kenneth would have...He might have been a hooligan like Benjamin, but he would have been so much more than that, too. You didn't let him down. This wasn't your fault, it just happens."

Every eye in the room was on the woman, all but one. Max wasn't even sure if Lili could hear her mother because the sobs didn't stop, but maybe… maybe they got softer.

He saw a shudder go through Elna, and her accent get thicker. "You aren't going to forget him, either, my Little June Bug. He will always be a part of you. He will always be your son. The fact that he… left us so soon doesn't change that. You will always love him just like you will Gwendolyn. He will always be yours."

The room went so quiet at that, and no one moved. Natalie still didn't, not even as she said the first word that Max had heard out of her all day. "Promise?"

Elna didn't answer, she just nodded as she leaned forward and rested her forehead on her daughter's knee as she took a shuddering breath. It may have just been the light, but he thought he saw her shoulders shake. It wasn't the light when Lili let go of Sandra's hand and put hers on her mother's head. It wasn't when Sandra did the same thing, even if she did do it so slowly.

Frank did. "Of course she does, Lili. Mom doesn't say a word she doesn't mean," he said as he kissed the top of his wife's head before he buried his face in it again.

Max just stood there and watched over them, all of them. As he realized… As his hand brushed over his pocket and...

Him and one other. " _Good. Good. This is good, this is..."_ the words were said as soft as a prayer, but Max still heard them and all but spun around because he never even heard the man behind him walked up and...

And the other man didn't even notice. Not the spin, not Max's hand as it reached for the air over his hip again. No, Sigmund's dark eyes just watched over everyone on the couch as he let out another sigh. He didn't look away, but he did whisper, "Could I borrow you for moment, Max?"

Max gave his kids one last look as they held onto each other and he just nodded. No one here needed him.

He didn't say a word as Lili's father led him down the hall, but he had a moment's hope as he walked by the kitchen that he'd find the kids in there with their heads buried in the fridge like he had so many times already this summer. He would have given _anything_ if they were, if they were fighting over a carton of ice cream like they had so many times last summer, even if it ended up splattered all over them and everything else, too.

Again.

But the kitchen was empty and he kept following Sigmund as he lead Max down the hall and to the door at the end of it, the one right next to the staircase. It was open just a hair, just enough to let in a line of sunlight. "The kids are outside?" Max asked, almost glad as the other man reached for the knob, and he listened for their shouts as they ran and played, or their screams as they took today out on each other.

He braced himself for either, but he didn't hear a thing. Not from outside anyway, but he heard something from upstairs.

Something that made him stop and take the first step and then the next. He was halfway up the stairs and building up a head of worries when he heard Gwen talking. Her voice was so soft that he couldn't make any words out, but…

He knew the sound of his grandson's feet shifting on the floor. It was enough to calm him down. They were together. Thank God. Now, he could go up and…

"Max?" Sigmund called out and he could hear the confusion in his voice.

"I was just going to check on the…"

"Gwen's upstairs," the other man, the other grandpa said before he could even finish. "We thought… she was so good today, but we could see that she needed a minute to herself after she got home. Your Ben is up there, too, I heard him go charging up, but… but they've been quiet ever since." He by Max and up the stairs and then back the way they'd come and every bit of him seemed to droop a little, even his mustache. "Since neither of us are needed...It will only take a minute."

Max had only ever been one man. One man pulled a dozen different directions, making as many promises as he could. He wanted to be there for everyone. He wanted to be there for his sons, for his daughters, for his grandchildren.

' _The kids have each other, Max. Who needs you more right now?'_

So Max bowed his head, turned around, and followed the other man outside, hoping that his children and grandchildren would forgive him and be okay for a little bit longer.

Max's followed the man through the back door and the screen door beyond it and only closed one as he stepped out onto the covered porch. His eyes flickered around his son's backyard as he tried to take in as much as possible without seeing a thing except for whatever the problem was, but there wasn't a thing back here that didn't belong.

"What do you need help with?" Max said as he finally looked back at the other man, who was already moving towards the table that was in the middle of the deck. It was a simple thing made out of metal and glass with six chairs around it, chairs that were already pulled out and lined up by the house.

"I was thinking that we could move this out into the sun," Sigmund said as he took off his coat and draped it over one of the deck chairs. "I tried to do it myself, but it's a bit too much for me and I don't want to scratch the deck."

Max just stared and stared until he just let out a hissing breath. "This is… you're rearranging _deck chairs?"_ He shook his head and waved the idea off as he turned back. "I'm going to go check on the kids."

His hand was on the screen door's handle when he heard the man whisper. "I don't know what else to do."

It was such a small thing, but it was enough that Max turned back. Sigmund wasn't looking at him, he was just leaning on the table with his head down. "I know it's stupid, Max, but after Elna…" he stopped there and shuddered. "I'd find her out in our garden every day. Sitting there, sitting out in the sun with her feet in the grass…. For the longest time it seemed like that was the only thing that made her happy and I was hoping…"

Max let his hand slip off the handle. "I'm sorry. I didn't…" Then he took a breath of his own before he nodded. "Okay. You take one end and I'll - "

"No," Sigmund said with a shake of his head as he pushed himself up. "No, it was a stupid idea. Go check on the kids, Max, I'm just going to…" he didn't finish, he just sank into one of the chairs and stared out.

He kept staring, even as Max sank into the chair next to the left of his. "It wasn't stupid. It was…" he didn't know. He didn't have the words.

Sigmund did. All the ones that mattered. "It's beautiful out here."

It was. The flowerbeds out front were neat and orderly because Lili kept them trimmed to within an inch of their lives, but back here - back behind the fences - she let the rose bushes grow wild just like Verdona used to. Max looked at them all, took in all the yellow flowers and breathed in their scent and…

' _I am not, you crazy man! Look at me! I'm covered in dirt and pollen! I'm a mess! Max! Max!'_

"Are you all right, Max?" Sigmund asked with real concern.

Max didn't say a word and he didn't move his hand from over his eyes, he just nodded as he tried to forget how his wife looked after a day out in her garden, how she laughed as he picked her up and carried her upstairs. How she looked at him after with hooded, happy eyes.

It didn't fool Sigmund, not for a second, but he didn't ask again either. Not about that. "It's beautiful out here. It always is. I wish that I knew where Natalie found the roses. She's given us some, but the don't grow nearly as well at home as they do here and we can't find any more."

"He wouldn't. They're rare," Max somehow got out. And somehow that made the next words easier, the words and the memories of the girls working together outside of the house, neither of them looking at the scorched walls or saying a word as they worked bent over even though their bellies were already getting big. "Verdona grew them. After the fire… After the fire the girls saved as many bushes as they could, but…"

But he never thought that they would last. They barely survived those years at Vera's house until the kids got their own and replanted them. He was sure that would be the end of them. It wasn't like either of his daughters-in-law had green thumbs, and his sons sure didn't, but they did. If anything the roses thrived, which was why it was always so hard to visit… Why he had always picked up the kids at school if he could.

"I'm sorry," Sigmund murmured again. "I didn't know. We can go back inside if…"

"No. No, you're right. It is beautiful out here," Max said as he let his hand drop and finally looked. As he just took in everything his wife and his daughter had made and a part of him wondered…

Would Gwen grow them, too, one day? He hoped so. Would Kenny have helped? The thought rocked him again. Losing one was bad enough, but two? "I'm sorry, about what you and Elna went through, Sigmund. I didn't know."

Lili's father shook his head at that. "No one did, Max. Elna didn't want a fuss from our friends and the boys were too little to understand. Natalie - Natalie wasn't even - ." He smiled just for a second, loving and hurt all at the same time. "There were days when I was amazed that Elna even told me, but I'm glad that she finally told… Maybe - maybe knowing that she isn't alone will…" and then the smile melted and he sagged down and his head went to his hands. And his next words were thick with emotion and an accent he always kept so carefully locked away. "I prayed that my daughter would be spared this pain. My daughter and Frank both. Every day I prayed..."

Max squeezed his hands again, squeezed them tight because… because they didn't deserve this. No one did, but he couldn't help forget... He tried to bite down on the words like he had been for the last twelve years, but they slipped out anyway. "I'm glad you're worried about that now." He didn't spit them out, he never would. They were barely more than a whisper, a bitter cold one.

Words that hit Sigmund like a truck. He went pale under his mustache as he spun around, and then his face went red as he shoved himself back to his feet. ""I thought - ! She was _nineteen,_ Max! My daughter wasn't even halfway through college and she came home with a boy we didn't know and she told us _that_! What were we supposed to do! I thought - " he didn't shout either, but every word was a growl but the last. "I thought that you understood."

Max watched the man storm away at that, and a mean little part of him thought that his Verdona was right, the man really did look like a walrus, but the rest… "I did understand," Max finally said as the man reached for the door and the bitterness cracked just enough for him to admit it. That was what made it so hard. "If she was my daughter…" He didn't know, but that wasn't the hardest part. "But she's my Pumpkin."

He said those words even softer, and they hit harder. They hit like a mountain, and sent Sigmund wobbling back for a chair. A chair that he sank into as he buried his face in his hands. " _The only thing that anyone remembers is all of your mistakes,"_ Max heard those whispered words and they tasted like fermented fish as the other man tried to catch his breath. When he did, or almost did he just nodded. "I know. I don't know why I thought you… Natalie hasn't forgiven us either. Not really."

Max didn't even blink at that. And he didn't say a word. What could he say?

"I don't blame her. The second we saw Gwen I knew… Did you see her today? Our Gwendolyn was… she was a proper lady and so strong for her parents. If the rest of my grandchildren were even half as good as she is, then…" he laughed a bit, a bitter one, and shook his head. "Sunny alone has put more gray hairs on my head than I'd ever care to admit, and I hear that she's already demanding another car from her father. I told Lucas that he was a fool for even thinking about it after what she did to the last one… But he loves that girl. And she - she can't hold a candle to your Benjamin, much less Gwendolyn. "

If he'd said that at any other time, Max would have bristled. Now he just looked at the man and felt sad for him. "Ben would surprise you." If he only knew. If Max could just _tell_ him just how good their grandchildren really were.

If he didn't still have the pendant in his pocket. He reached down and felt the lump of it in his pants pocket. He wanted to take it out, to look at it again just so he'd be _sure_. Or just throw it away. He could. He knew that, but…

Max squeezed it instead, squeezed until the edge of the silver disk dug into his palm. "He would amaze you if you would just give him a chance and stop barking orders at him."

"I - " the other man bristled for a second before he gave up and buried his head in his hands, but it didn't hide his nod. "I owe him an apology. He didn't deserve that from me."

"No. He didn't," Max said, his voice as hard as his eyes as he stared at the other man and remembered the story he heard. Nobody _grabbed_ his grandson. Nobody _dragged_ him anywhere. Nobody -

' _Nobody will ever be good enough for you, Max. Not for our boys, but I can't do this all by myself! I know that your sister's a bit odd, but...'_

Those words, her words and the guilt that came with them made him drop his eyes as he remembered his wife standing there with two babies who left her so tired that she was crying while he…

He didn't know how she did it while he was gone. He didn't know how he could do it without her. Not alone. He looked up at the man who his wife had so many names for, at the man who raised his daughter-in-law into a fighter and remembered how his wife took a chance, once. "He would surprise you, Sigmund and - and I would feel better knowing that he still had someone looking out for him if anything…" That was as far as he went. That was as far as he could go.

Anything more felt like tempting fate, and he knew better.

He watched the other man stiffen at the words, watched him turn his head and saw the worry in those blue eyes. "Is - is there something we should know about, Max? Something the kids should?"

"No," Max said as his hand became a vice around the pendant because it was so small, but it felt so heavy. "But after today…"

That got a nod and took away some of the worry, but only some, as he looked away. "It would be like me asking you to look after Sunny if - "

"I would," Max said without a second's thought. Even with all he heard about the girl from Lili, he would just because she would need it. Kids always needed a grandpa.

Sigmund's eyes came back to him as he frowned at that, at him, and then he nodded. "I do believe you would at that, Max." The man let out a nervous little chuckle and shook his head. "Craziness. He would still have Sandra's parents."

Max froze at those words, because as much as his Verdona might have ranted about the man who was sitting next to him and his wife, for all the curses and threats… She at least _talked_ about them. The only thing she ever did when he asked about Sandra's was sink into his arms and the little bit she said, ' _That poor girl. She's so strong, Max. That she could still be smiling after everything they did to tear her down, to make her fit in their world when she was meant to be free.'_

"They aren't in the picture."

Sigmund nodded again at that, but he didn't look surprised. "All right, Max. If something… Elna and I would look after the boy just like we would Gwen." Then there was a ghost of a smile on his face. "We might even teach him some manners."

There was a real one on Max's, a wide relieved grin as he settled back in his chair. "And he might teach you both how to lighten up."

The laugh that came from that was warm and real, too. "He might at that, Max. He just might. He is stubborn enough." They didn't say a word after that. Not for a long time. Then he heard a soft, "It is beautiful out here."

"You should tell her that," Max said as he looked out again and remembered. As for once he didn't run. He just took it all in. "Lili would love to hear it."

"It's not my place…"

\- o - o - o - o - o -

_It was quiet after that… Quiet until the screen door opened with such a bang that Max's eyes shot open. He spun around in his seat just in time to see a little boy with bright red hair and who was barely out of diapers coming shooting out into the back yard, his every breath a laugh._

" _Kenny!" Gwen shouted his name as she bolted out after him. He could see just how hard his grand daughter was trying to sound firm, but the curl of her lips gave her away._

_He wasn't the least bit surprised when Ben burst out of the house a second later with a laugh all his own as he grabbed for her, "Run, Kenny! I've got her!"_

" _Ben! Stop it!" Gwen shouted with a squeal of her own._

_Max settled back to watch the grand chase even as the seat next to him squeaked as someone filled it, and when a hand took his…_

_One that he hadn't felt in so, so long..._

_He laughed almost as hard as they did when Gwen scooped the boy up and Ben grabbed them both. He wanted to turn, but it was enough that he felt her head on his shoulder again. 'Look at them, Max. Our grandchildren. Aren't they sweet together?'_

_Max just nodded and leaned back against her. When the kids saw him, saw them, and came running and shouting for him he just wanted to -_

' _Do you really have to go?'_

\- o - o - o - o - o -

Max jerked awake at those words and his eyes went right to the empty backyard in front of him before he jolted his head to the right, but the chairs were all as empty as his hand.

All but the last, where Sigmund still was. He was leaning forward as he rubbed at his eyes and when he finally looked up, he yawned and said, "I think we drifted off, Max. What time is it?"

Max was about to reach for his watch when he just looked up and saw the red sky over his head instead. Max stared at it for what felt like forever as he squeezed the pendant he was still holding before he pushed himself to his feet. "I have to check on the kids."

Sigmund might have nodded, might have even said something, but if he did Max didn't notice. He yanked the door open and almost froze when he heard someone in the kitchen and more noises in the living room beyond, almost until he heard Elna call out, "Where does Natalie keep the potatoes, Sandra? Sandra?"

He wanted to stop, he wanted to keep that explosion from happening, but he ignored them both as he raced up the stairs and past all the photographs that covered the wall and stared at him. "Ben? Gwen? K - " he called out. Somehow he bit off the third name that was right there as his heart hammered because he hadn't heard them make a _sound._

"Stupid," Max muttered to himself as he took the stairs two at a time. Falling asleep like that. He should have…

He could almost see the empty rooms that he knew he'd find. The open window. The report on the news. He _knew_ how much they loved being heroes, how they went looking for trouble just so they could feel like they _did_ something and how appealing that would look after a day like today, but…

But they hadn't eaten, they hadn't slept and it wasn't a _game,_ no matter how much they seemed to think it was. "Ben! Gw - !" Max called out again as he hit the hallway upstairs and it looked just as empty as he knew it would. All the doors were closed except for what used to be his son's home office and that one was just cracked out, but he knew better than to think that Ben would be in _there._

Unless…

"Ben? Gwen?" He called out again as he reached out and tried to brace himself for the nursery he'd only heard about and given some advice for. Tried to, and he still felt sick when he saw the crib and everything else. Everything that his sons and daughters had worked on together for nothing. The only mercy was that the room was empty. "

He wondered if he should even bother checking on the rest when he couldn't do a thing up here. He needed to get in the Rustbucket and -

" - easy, Pumpkin," he heard his oldest son's voice come from the room to his left.

He was wrong. Not all the doors were closed tight. The one to Gwen's bedroom was just cracked open, but Max hesitated for just a second before gave it a push. The room was just barely lit by the red light that somehow managed to get through the curtains, but it was enough. Enough for him to see his son kneeling in front of his granddaughter as she sat perched on the edge of her bed in his Hawaiian shirt again, with her bare knees just peeking out from under it.

His Pumpkin looked so tired and it was a good thing that the covers were already pulled back because he could tell just from the way her head and shoulders were slumped that she was ready to drop. She might have already if she didn't have a cup pressed against her lips.

A cup held by trembling hands as she drank every drop like it was the first bit of water she'd had in _days._

"Easy," his son said again with something almost like a laugh in his voice as his hand hovering right next to the cup. Max couldn't see his son's face, he could barely see the light reflecting off of his glasses, but he wished he could. He hoped that his son had come back, that maybe Elna's words had done what his never could. Maybe they did, because his son's voice was as rough as gravel, but it almost sounded like him as Gwen finally finished and handed the cup back to him. "Did you have enough, Sweetie? Do you want some more?"

Gwen just shook her head and crunched her face at that, and her hand went to her eyes as her father kissed the top of her head and put the cup down on her lamp stand. "Then why don't you lie down? You must have missed your bed so much."

Max wished that he didn't smile when he saw her shake her head again. It was such a small thing, but…

"Where's Ben?" His granddaughter's voice sounded just as rough as her father's did and Max felt his breath catch as she looked up, as she looked right at him and her eyes were _so_ red and puffy. He _knew_ he should be glad that she _finally_ cried, finally let herself feel, but when seeing that much pain in her eyes…

' _Don't - don't cry, boys. It's hard enough on your father when he has to go as it is. We have to be brave for him. He'll be home soon.'_

"Grandpa?" he heard Gwen ask as she sank her hands into the mattress and her father suck in a breath as he turned, too, but all Max saw was his son when he was the same age. "Where's Ben?"

"I don't know, Pumpkin, but - " Max started as he raised his hands up and hurried forward because he _knew_ his Gwen. He knew she was ready to push herself up and go look herself even though Max didn't think she'd make it more than a couple of steps.

She didn't even make it out of _bed_ before her father caught her shoulder. "You don't have to worry about your cousin, Honey, his dad's getting him ready for bed, too. They're all spending the night, doesn't that sound like fun?" Somehow, even as rough as his boy sounded, Frank still managed another smile at those words. A real one, Max knew all the fakes, he just never imagined seeing one now.

It didn't match the one that spread across Gwen's face as she nodded and sank back down into her bed. Max took a step forward because he'd tucked both of his grandkids in a few times over the last few weeks, but it was never enough.

"I got her, Dad," his son said and Max stopped as Frank took the honor, as he pulled the covers up over his daughter and right up to her chin, just the way she liked them. He kissed her head, then, and his whisper filled the dark bedroom. "Do you need anything else, Honey?"

"B'n," was all that Gwen said as she pulled _something_ small and fuzzy off of her pillow and curled up around it _._

"I know you do," Frank's laugh was real and tear-filled as he ran his hand through her hair. "You can play with him tomorrow. I promise."

Gwen made another noise at that, but then she went quiet. So quiet that neither of them dared or wanted to move until her soft snore filled the room. Max could have stayed there all night and just watched over her. He wanted to, and he was sure that her father would do the same until he spun and all but ran by him and out of the room and Max...

' _You don't have to stand in the doorway, Space Man. They're your boys, too. Come and help.'_

"Frank?" Max whispered as he finally hurried after his boy, who barely made it three steps into the hall. Now he was just standing hunched over with his hands on his knees in the middle of the hall and breathing hard. The _only_ thing that kept Max from going right to him was the second it took for him to close the door behind him. His boy looked so close to the edge and Max didn't blame him one bit, but he knew that Frank would never forgive himself if he woke his daughter up now.

The door clicked shut just before the first sob tore through his boy and Max froze. If it was Carl or the girls or the kids he would know _just_ what he should do, but it wasn't.

His oldest didn't even _look_ at him when they buried his mother. Not that Max ever blamed him. Not that it _mattered_ when his boy was hurting. "Frank?" he asked as he made himself take that step, his voice soft and low as he reached for the other man's shaking shoulder.

"I'm fine," the man in front of him gasped out as he shook his head and Max froze again. For a second, then his hand went to his pocket and pulled out the little white cloth with little pumpkins on it that his Pumpkin gave him for Father's Day years ago that he'd taken today just for her, but he was sure she wouldn't mind just this once. One that his boy took with a strangled laugh. "Always prepared."

"For anything," Max said, his voice tight as he watched his son's back as he wiped his eyes and blew his nose. "How's Gwen?" It wasn't what the question he wanted to ask. Not now, but it was the one that got an answer.

Frank shook his head before he looked up and his gaze crossed the hall. "We found them in _there,"_ he said as he glared at the closed door. "I don't even _know_ what they were doing… We found them in there together on the floor in front of the c - cr - " his son's voice caught on the word and Max braced himself to catch _him,_ but his son kept going. He almost even laughed. "You should have seen them, Max. The two of them all curled up together in their sleep together. They looked just like they did when they were..."

"I remember those days," Max said. How couldn't he? His grandchildren were inseparable back then as they were at each other's throats later. On the worst days of this summer and the last it was just the memory of how peaceful they used to look in that crib that kept him going, that gave him _hope._ If they were like that again, if they were like that now when they needed each other the most...

Then maybe there was still hope for him and his sons, too.

That thought was what finally made him cross cross the distance between them and clamped his hand on his boy's shoulder even as Frank let another sob. He felt his son's back go stiff at the touch before he sagged against it. "It's going to be - " he started with what he hoped were the right words.

But his son didn't listen. He didn't do anything but stare and whisper. "You were right, Max. We - we should have told her. Then maybe she would have had a good memory about her brother, not…"

"You hoped for the best, Frank," Max said as his throat got tight. "Don't… you didn't know. You couldn't have. Don't blame yourself." He wanted to pull his boy into a hug, but Frank… Frank wasn't Carl, so he just gave his arm a squeeze. "How are you doing, Frank? How is Lili?"

"She's still asleep," Frank murmured as he shook his head and ignored the first part of the question. "Sandy's staying with her… I didn't want to leave her on the couch, but I needed to see my daughter. I just…" he trailed off there as words failed him.

It was something that Max never thought he'd see. It was something that Max never wanted to see any more than the haunted look in his son's eyes. Words had never failed his boy before, not when he was little or in the courtrooms that Max sometimes snuck into just so he could watch the man his son had become at work. Not that Frank ever knew. He always slipped out before he was seen.

Max didn't want to embarrass him.

"It's okay, Frank, I'm sure that - " Max started as he gave his boy's arm a squeeze.

But his boy didn't feel it. He wasn't even sure if his boy heard him when he looked back at the door that they'd both just crept out of as he managed to find some words after all. "I hope you don't mind that we borrowed your shirt again. Gwen wasn't up to putting on her pajamas and - and I didn't want to leave her just to dig up a - "

"Don't worry about it, Frank. She can have it for as long as she likes. I have more." Max gave his son's arm a tug. "Come on. Why don't we find somewhere we can sit and - "

And that was as far as he got before he heard the door at the end of the hall open as his other son said, "That's it, Buddy. One foot in front of the other. We'll get you settled soon."

Max turned and watched as Carl made his way out of Frank and Lili's bedroom with his arm around Ben, who was sagging against his dad in a way he never would have if he'd been even a little bit more awake. He was wearing an old t-shirt that said **University of Berkeley** and a pair of black shorts that looked ready to drop even with the cord tied back as tight as it would go. He wouldn't wear them any more than he'd let his father hold him up, but he didn't care about those either right now. He just looked around with barely open eyes and croaked out, "G'wn?"

"She's in bed, Sport," his father said as he squeezed his boy to him..Ben blinked and rubbed at his face with his watch hand again and the stuffed animal he was clutching in it. A little stuffed lion that Max had never seen before and couldn't imagine where the boy had gotten it from, but it was Ben and he had a knack for finding the impossible. "Which is where you should be. Where can I put him, Frank?"

Frank shuddered at the question like it was hard, and maybe it was right now because he shook his head. "I don't… God, Elna and Sigmund are going to take the guest room and you two are taking the foldout downstairs. Maybe on the love seat? I don't know where else he could fit. Can you think of anywhere, Max?" His boy asked before he jerked his head up. "Max! I forgot! We can put him in with you, Dad."

Carl nodded at that. "I'm sure he wouldn't mind. He loves it - "

Max just stared at them. He knew all the words he _should_ be saying, but they wouldn't come out. Not with that pendant in his pocket, not when he knew what it meant. If Ben came with him…

He looked at the boy who looked dead on his feet in clothes that wouldn't fit for another six years if he was like his father and he _couldn't._ Not even for Wes. "He deserves something better than those old bunks after today."

Frank blinked at him before he shook his head and chuckled. "That's what I always said, but they have to be more comfortable than that love -

Frank might have said something else, he didn't take his eyes off of Max's and Max couldn't meet them, but Ben swayed again and repeated, "Wh'r's Gw'n?"

Max stared down at his grandson, stared at the watch on his wrist and felt the pendant in his pocket get that much heavier. Heavy enough that his tongue felt like lead as he said, "She's okay, Ben. She's in bed. Just relax."

"Gr-npa?" Ben muttered as he pushed his head up and looked at Max with eyes every bit as tired as Gwen's had been and Max still felt, but somehow the boy managed a smile even as he rubbed at his eyes again, but when his hand dropped Max could see the worry crease his forehead. "She's in the Rus'bucket? Are we - ?"

"No," Max said, his mouth dry as stared at the boy and he felt his stare at him. "No… I think - I think we're going to have to put summer on hold for a while, Sport. Your parents need you. So does Gwen. Looking out for them is your job."

Max braced himself for the fit he was sure that those words were going to bring, especially when Ben's shoulder's tensed and his left hand tightening into a fist. Then his eyes flickered up at his dad and he just nodded and looked so serious as he said "Yeah," and sagged against his dad's side again in a way that didn't look like a hug even before Ben's eyes slid closed.

Not at all.

Nothing could have hid Max's pride in that second as he reached up and ruffled the boy's hair, but somehow he managed to hide how tight his voice was as he added, "I knew I could count on you, Ben."

Event three-quarters asleep those words made Ben smile as he muttered, "'Course you can, Grandpa. I'm a hero."

Max's breath caught at those words as the boy's father just smiled and ruffled his hair. "You sure are, Sport. Come on, we're all bunking downstairs tonight. You're lucky, you get the love seat all to - "

Ben's eyes flew open again, his red and tired eyes. "But… I gotta…"

"Put him in with Gwen," Max whispered as he stared at the skinny boy with messy hair in his borrowed clothes. His sons' eyes flew up to him in surprise while Ben just closed his again and Max still couldn't meet them, but he didn't need to. "He deserves a real bed after today."

"Dad…" Carl said as he scowled and looked down at his son. "I don't think… Gwen's only got a double wide bed. They'd be... "

"Dad's right," Frank cut in as he gave Ben a tired smile as he reached over and squeezed the boy's shoulder. When he looked up, he didn't have any trouble meeting his brother's eyes. "He deserves a bed and they've shared before."

Carl shook his head at that as he gave the boy who was pressed against his side another look. "The last time they shared a bed it still had _bars_ on the side, Frank. They're getting older. I don't think - "

Frank cut his brother off with something that almost sounded like a laugh before he said, "I think I can trust Ben with her, Carl."

Carl shook his head and gave them both a look and sighed. "You're both crazy. If they freak out when they wake up tomorrow…" They would deal. They always dealt. It was so obvious that no one even had to say it, and Max watched his shoulders slump as he gave in. "Come on, Sport. Let's tuck you in."

Max kept watching as his boy led his grandson into the room and to the other side of the bed from where Gwen was still curled up. Max saw Ben's head turn and for one second he was sure that the boy would freak out just like Carl predicted, but he didn't. He just sank into the bed and didn't say a word as his father pulled up the covers over him. He didn't even say a word when his father leaned over and ruffled his hair again. He watched it all and he wanted to help, but…

"You - Are you okay, Max?" Frank asked as he stepped up so he could watch, too, but for the first time all night he felt his boy's eyes on him. For the first time he heard real worry now that his voice was steady. "Carl told me what happened at the…" he started before the rest of his words just died away.

"I'm… I'm... " Max closed brought his hand up to his eyes and he wished he had one more lie in him. Just one, but he didn't. Not even one more word. "I can't… I have to…"

Not when his son just stared into his eyes and whispered, "Oh," There was so much in that one sound. So much pain, so much disappointment, so many years and broken promises. Max didn't want to look, but he had to. He wasn't the least bit surprised when he saw his son staring right at him, or at how his boy's shoulders slumped. "Do you - do you _have to_? Can't you - can't you _sleep_ on it? Maybe -maybe you would feel better - You don't have to go, Dad! I'll find you _somewhere -_ "

"I'm sorry," Max whispered the only words he could think of as he reached for his son's arm and the only words that were never enough. If it was for anyone else but Wes had left that pendant, had come today… But it was and he wouldn't be here if it wasn't important. "I - I won't be gone for long."

"Don't - " Frank bit out as he went to slap Max's hand away. "Don't - !" he started again as Max let his hand drop and waited for everything that he deserved, but his son surprised him with something even worse than anger. "Don't… don't be sorry, M - Dad. Today… Carl - " he started as his eyes darted down the stairs, "- Carl figured it out years ago. I should have listened. I should have…"

Max felt his stomach drop as he looked back at his other son, who just looked at him and nodded. He knew - he knew he should find out how much they knew, how they found out, how he let the secret that he swore to take to his grave slip out, but he couldn't. He didn't have it in him. He barely had enough left to do what was next. "I'm sorry," he said again.

He waited for the anger in Frank's eyes, the anger he'd seen so many times over the years, but for once it didn't come. His oldest just hugged him hard. "Do what you have to, Dad. We're not going anywhere."

"I still have the kid's things- "

Frank looked at him and hoped, and then he just sighed. "It's just stuff. They'll live without it until you come back. J - just hurry."

Max knew he couldn't promise that. All he could do was hope and nod as he gave his son a bear hug before he turned back to his eldest, who wasn't even looking at him. He was looking back at the bedroom, back at the kids. "Carl - Carl told me… Chicago? I should - " he shook his head and finally looked right at Max. "Thank you for bringing her home, M - Dad. Bringing them. And for being here for us. I can't imagine how hard today was for you when you saw mom's..."

"Always," Max promised as he pulled his boy close and hugged him tight. "Whatever it takes."

He was still hugging his oldest when his youngest walked back into the hall. His steps were so slow and his eyes were still on the bed behind him as he murmured, "Just like when they were little," he started and there was a smile on his face. A smile that died the second he turned back and saw them. Max heard Frank take a deep breath, but he didn't get out a word before Carl's was hugging them both. "D - do you have to go _now,_ Dad?" The boy said in his ear just like it seemed like he'd been doing for his whole life.

Max just nodded as his stomach knotted around itself over and over again, even as he hugged both of his boys. He didn't have any more words left in him when he finally let them go and slipped into his granddaughter's bedroom. She was curled in on herself and somehow Ben was already curled around her with his arm draped over her stomach as he snored into her hair. "Just like puppies," Max said as he let out a soft sound that could have been a laugh as he stared at them, as he did the best he could to _remember._ Then he reached down and brushed his hand through their hair. Gwen's first, and he swore he saw her smile just like he saw Ben scowl before he buried his face deeper in her red hair. "Take care of each other. I'm so proud of you."

That was all he could say, and he turned and left as soon as he said the words because he knew that if he didn't, if he stayed even one second longer he'd never be able to leave. It was the same reason he just walked by his boys, and why he always tried to leave in the middle of the night before.

He made his way down the stairs and tried to ignore every picture that was hanging on the wall there, every eye, every memory, and when he got downstairs he heard Sigmund in the kitchen saying, "-have to do all of this, Elna. No one is all that hungry. We can just make some sandwiches if - " as he walked down the hall. He turned his head and saw Natalie's parents in there, saw Elna pull food out of the fridge while Sigmund just held the door and shook his head. He met the other man's eyes and… "Max?" The man looked surprised before it turned into confusion as Max stared at him and then he just nodded.

"Max? What about - ?" Elna started, but Max just kept walking.

He found the two women sound asleep on the couch just like he had when he first met them years ago. They were leaning on each other with a blanket wrapped around them and their hands clasped together. He didn't make a sound as he crossed the floor, and he barely brushed hand against their hair. He should have left it at that. He should have just let them sleep, but he couldn't. "You made our lives so much better when you joined our family. Both of you. I'm proud to call you my daughters. Stay friends." The words were barely a whisper, and he was halfway to the door before he found out that it was still too loud.

"Max?" he heard Lili call his name for the first time that day, and he hung his head as he just kept walking. "Max? Dad?" Where are you - " He couldn't face her, not when he could hear her voice breaking, not when he heard Sandra waking up, too. If he did…

"Dad's… he just going out for a bit, Lili. He'll be back," Frank voice called out from behind him, and he sounded just like…

Max closed the door behind him, but it didn't help. Not when _she_ followed him out the door like she always did. ' _Don't go, Max! You've done enough! You've done more than enough! Let someone_ else _save the world! We need you, too!'_

"Not here," Max whispered back to his wife the last words he ever said to her as he walked across the lawn. He didn't look back or at the light. "You don't need me here. I can't do anything here. You all have each other. You need me - "

Wes wouldn't have come if it wasn't important. He wouldn't have left his most treasured pendant as a message, and he wouldn't have done it _today_ if he didn't need to. The fact that he let Max take the last few hours…

Why did he have to come _today?!_

' _Max! Max, please!"_

"I'm sorry," he said as he reached for the Rust Bucket's side door and he stopped there because he could feel _every_ eye watching him as he pulled the pendant out of his pocket. Maybe… just maybe it wasn't what he thought. Maybe Wes had just heard somehow and left the pendant because he didn't want his jaw cracked again.

Max felt the memory of the ache in his knuckles as he ducked his head in shame. He'd _decked_ his best friend just because he offered to drive him home after -

He didn't even _remember._ He just remembered watching Xylene disappear from his life again before he trudged across the desert sand back to Avalon with _her_ last words in his ears and the feel of the soft scales of her hands on his as she offered him the galaxy. The worst part, the part that he could never forgive himself for, was that he was tempted. Even with his wife at home, even with Ben and Gwen on their way…

He could still feel Xylene's cool lips against his even after she left.

He still felt them even as he walked into the break room and when every eye locked on him he braced himself for every joke that he heard before and the guilt that came with them. Only they didn't. The room just went quiet as Wes walked up with a phone in his hand and a world of pain in his dark eyes. Max knew even before he put the headset against his ear, before he heard the tears in Vera's voice as his sister gasped his name.

Then being people holding him back as Wes writhed on the floor in front of him with his hands on his jaw as Max's knuckles _burned._ He didn't know what happened until after, when Phil said that Wes just offered to drive him home and he couldn't explain it at all.

"I'm sorry," Max said into the wind. Even after all these years the shame of it burned almost as hot as the hope did as he opened the door.

And it died even harder.

The inside of the Rustbucket was just as much of a mess as it was when he left it. It should have been just as dark and as quiet, too, but it wasn't. There was a soft glow coming from the dining nook that didn't go through the side window and the soft sound of a man saying, " _-been here for three days - "_ he sounded exhausted and more hurt than any pain` killer could hide, but there was still authority behind every word, "- _are we almost done? I need to check on my men and call home. Nadia and the kids must be going - "_

" _We just have a few more questions, Colonel,"_ another voice said before there was a click and the sound stopped.

Max closed the door and winced as the lights sprang back to life the second he did. He looked at the windows even though he knew that they wouldn't show a thing but him moving around the Rustbucket as he got ready for bed. The alien tech in the glass would see to that. Then he followed the steps he made so many times that he could do it with his eyes closed, much less as he was blinking the spots out of his eyes so he didn't have to see the worry and sorrow that he knew was waiting for him, before as he pulled the pendant out of his pocket. He was angry enough to slam it down on the table but smart enough not to, and yet…

And yet, the man at the table wouldn't have come without a damned good reason. He knew his friend that well. "The world isn't ending, Wes." If it was, not even his friend would have waited, even with… He shoved that away. He _had_ to. He could - he could do that for a little bit longer. He had a lot of practice. His voice was almost steady as he said, "I know that much. So what's - " he started as he finally _looked_ at the man who killed the radio.

And froze.

It wasn't Wes sitting there at the table when he finally looked up to see who'd killed the radio. Wes, he'd expected; the St. Jude medallion with the turquoise inlay was his trademark. The patron saint of lost causes and policemen. The Plumbers had always said that they were both.

They all laughed when they said it, and sometimes it even sounded real.

The old man sitting at the table was the one poor bastard that refused to laugh at the joke. After all these years of seeing Ben draped over the seat or Gwen sitting there, trying to look so formal even while she was relaxing, and seeing them both in jeans and shirts it was a double shock seeing anyone else at the table and seeing them in a gray double breasted suit like the Rustbucket was a church.

Or work.

Max he felt his tongue stick to the roof of his mouth as the man just sat there smoking an old, black-finish tobacco pipe. Max could already see the look on his Pumpkin's face when she smelled it on the upholstery. Not that the man would ever care, he kept staring at a glasspad data monitor. Alien tech, adapted for the Plumbers. When they finally released it to the public, it would change the world.

But Jim Huxby never let anything go he didn't have to. Including, apparently, retired Plumbers. His heart sank into his stomach before the old man, bald but for a few silver wisps of a lost cause and his face a maze of wrinkles, ever said a word.

"Could have sworn that Avalon kept telling you to come in out of the cold, Whiskey Tango." Jim rasped, death warmed over a hotplate. "Still. I guess the mountain _can_ come to Mohammed after all."

Max swallowed and took his own seat. "That's not my name anymore." Jim's eyes finally flickered up at him with veiled thunder, and Max sighed. "Sir."

Jim made no sound of acknowledgment, he just kept flipping through reports and images on his glasspad. Max felt the old impulse, buried for ten years, rising back up to the surface, to say something into the silence.

"I'm retired."

"You're as retired as I say you are, Colonel." Jim declared, cool as ever. "But then, if you were _really_ retired, you wouldn't be running around pulling my boys' asses out of the fire. Some of them, anyway. You missed a hell of a dust up over in the Balkans. We could have used you."

"It was a trap, and you know it." Max pointed out, too tired to be anything but blunt and too worried to hide the edge in his voice or the fact that he'd been listening in for all this time. "Blood Pack are slavers and gunrunners just like the Black Sun were, they don't give a damn about holding territory or hunkering down, no matter what they're getting paid. I wasn't walking into that mess."

"No. You left the dying for more of my boys and a pile of Grunts." Jim said, sliding the glasspad across the table to him. Max turned it around and looked at the first screen that Jim had left up for him. It as just a list of names and photographs and a number. A body count. Too many. Too damn many. "You always had a nose for trouble, NASA. We need that again."

"I'm retired." Max growled. "I just _buried a grandson_ and you're a son of a bitch for walking in to my home and making demands today."

" _Your_ home? This Mobile Command Unit is supposed to be in mothballs with the other three. Imagine my surprise when I found out _you_ had it, Colonel." Max hissed out a breath at the words, and the threat that wasn't even hidden behind them. Then the man gave him a thin lipped smile, "but considering what you've been up to, I can't complain about your requisitions."

Max's brain went into a gray-out. How much did Jim know? Were they surrounded by an entire squad? He didn't much like his chances of putting the old bastard down and not getting banged up hard in the process, but if it was a busted arm or his _family_ …

"At ease, Colonel." Jim said, not even shifting to prepare for an attack. Cold, calculating son of a- "You've made tracking you down a hard proposition. Almost like you were running from us. But why would you need to do that? Seeing as we're all _old friends_ after all." He held out his hand, and Max numbly set the St. Jude medallion down on the table. Jim stared at it for a moment, then picked it up and pocketed it with just another thoughtful puff on his pipe for the trouble. "If it were up to me, we would have had this conversation once you were done at the cemetery. Wes suggested the compromise. You can tell him thank you for giving you the day to put yourself back together when you see him later."

Max's face purpled under the blunt words. Jim merely motioned to the glasspad and Max stared down at the image of the soldier on it, his mind racing and grasping for any distraction so he could _think._ The man there was on the wrong side of an interrogation table with short sandy brown hair and in uniform, not that it helped. Not that anything would until he got the rest he needed and maybe not even after that considering the bandages that Max could see bunching up under his left shoulder or how he favored that arm even sitting.

None of that distinguished him from the hundreds of men that Max had seen in just that situation. Neither did the eagles on his shoulder, not by much, but they did narrow things down. "Hallam?" He asked as he remembered the name from the radio.

The old man in front of him didn't answer. He just waved his hand. "Next image, Colonel."

To spare himself the trouble of breaking his knuckles against the man's face, Max brushed a finger across the touch-sensitive screen and moved it away from the casualty report. The next photo made him stop cold.

At first glance, it looked like someone had taken a Vaxasaurian, cracked its head open and put in one horribly oversized eye in place of the two it would have had, and then shoved the entire sickening mess into a purple and green hazmat bodysuit that was burned black in a half dozen places by plasma fire. Max flinched and it wasn't from the wounds. Like the dinosaur-like aliens weren't terrifying enough on their own. Like they didn't seem to get bigger when they charged already.

"Is _that_ what they were up against?"

"They were up against _five_ of those damn things." Jim muttered as Max kept flipping and saw two Tetramands, a Vulpamancer and something he'd never seen before that had tentacles for arms and they all had the same cracked heads and hazmat suits stretched over their bodies. "And if that Army Colonel hadn't been there, we would have lost more than twenty-three soldiers and two Plumbers when we took that town. We might have lost even more if the rest of the Blood Pack hadn't turned on the Vaxasaurian when it all went bad for them. It was the last one and it was running _everything_ from what we can gather. The tough bastard kept fighting right up until our boys got in the control room and blew it to hell. They were dug in _deep_ and they were ready _._ Mines, anti-tank, anti-personnel, drones and enough anti-aircraft you'd think the town was a showroom. They were _ready._

"Or they were if it had ever pushed the button. We still don't know why it held off." Jim puffed on his pipe again, filling the cabin with even more of the sickening sweet smoky smell that Max always associated with pain, rage, and cold unfeeling bastards as Max just stared down at the things on the screen before he flipped back to the first. "But that's not the worst of it. Read."

Max flipped on to an autopsy report and shivered unconsciously as he read it. "That's not a Vaxasaurian?"

"Barely. The others aren't what they look like either. Genome's a complete mess. Lab boys can't figure out if they're all from a different dimension where evolution took a wrong turn, or a science experiment gone wrong." Jim reached over for the glasspad and took it back, then sat up tall again. "Time to come home, Colonel. I'm activating everyone. The fires are spreading again."

"Give me a week." Max finally said, when he finally got that nightmare of _fused xenomorph entities_ out of his mind and regained his voice. "I...My family…"

"They'll be taken care of." Jim said as his eyes flickered to the pad as he casually swiped his finger over the screen. "We protect our own. Besides, I thought your family was used to you taking off at the drop of a hat."

_Not like this. Not now. Give me time._ Not that Jim would. Jim never did. The world moved the way he wanted it to, and when it didn't…

"How's Xylene, Colonel?" Jim asked suddenly. The transition was sudden and brutal, and…

Max blinked and looked up and _stared_ at the man who'd been leading the Plumbers since World War II. Not the first to be the world's protector, but the first to get the world's governments to pay for it. He stared at the most miserable pragmatist that had ever darkened his door and felt his blood turn to ice in his veins.

"She was fine when I saw her a few weeks back."

"She's in town, isn't she?" Jim went on, as mild as a tsunami rolling underneath 1000 feet of seawater. "That's what your reports say. I wanted to thank her for helping out with the Fort Tesla business and see if she - "

"She's a Magister and a Galactic Enforcer," Max said with a sigh that even he almost thought he meant as he shook his head and every alarm went off in his head. "She helped out as a personal favor, but she doesn't report to you," he waited for a second, waited for the wrinkles that made a permanent scowl in the other man's face go that much deeper before he added a, "Sir. She's supposed to be blending in, lying low, not - "

"Lying low?" Jim laughed at that, with a laugh so dry that Max almost got up to get some water. "Is that what she called all those fires she helped you put out last summer? And the reports I've been getting out of this city over the last few months?" The old man smiled at that, or maybe at the noise Max made as he sucked in a breath. Reports? What reports? "Maybe it is. Maybe that's the best anyone can manage when they have the galaxy's most powerful weapon strapped to their wrist. I owe her for all the pretty pictures she took of it for us, too. It was nice of you to send those along, Colonel. I couldn't make heads or tails of it but every brain I showed it to freaked out like it was their first Playboy." Then those eagle eyes went flat as he chewed on the stem of his pipe. "And they were just as useless as they were with their first girlfriend."

Max stared as he felt a tightness in his chest that he hadn't felt since Christmas. "She's - "

Jim shook his head and his eyes drifted to the window and the house on the other side. The one with only a couple of lights still lit, and the one downstairs went out even as they watched. "I'll give you this, Max. You couldn't find a better place to hide the Omnitrix than Bellwood. I had our people check all the records, and there hasn't been a single report from here in decades until a few months ago. The closest is an old military base a hundred miles away that went strange, but that got closed down when we started up. But still… Hiding her with your _family._ Your _grandchildren."_ The man shook his head then and there was another pause before he gave Max a look that he'd only seen in sharks and the worst of the worst before as he handed the pad back.

Max stared down and a picture of him, Ben and Gwen at some fair stared back. He could see Ben laughing at something as Gwen rolled her eyes even as she licked at her ice cream cone, but he couldn't remember what. When he looked back up those flat eyes were still staring as Jim asked, "How is Ben?"

For the first time in _decades,_ for the first time since his grandfather took him hunting for the first time and the deer turned and _looked_ at him, Max froze. "He's - "

"Next picture, Colonel."

Max didn't move. He didn't move for so long that he was sure that the man across from him would reach over and swipe his finger across the screen himself even though they both _knew_ -

But Jim didn't. He just took another puff on his pipe. "Shame. It took recon weeks to catch up to you, and the video they took is pretty impressive. I never believed that the Omnitrix was real until I saw it. Not even after you sent in those scans." Jim shook his head and his fingers went white around his pipe. "Human to Petrosapien in a flash of light like _magic."_ And the way that he enunciated that last word… _God. Please. Please no._

"All this time." Jim growled, as if his rage could shake the world. He didn't even look at Max. He just stared at the glasspad in front of Max. Like he could will it to move to the next slide. "All this time, the most powerful weapon in the galaxy and _more_ and you didn't say a _goddamned word._ If it wasn't for the ravings of a man crazy and brilliant enough that he turned himself _green..._ " the words were low and calm and hid a rage all the worse for it.

A rage as cold as Max had ever heard.

"I'll come." Max got the words out, rushed and just short of frantic for him. As frantic as he'd been at Fort Tesla. Frantic enough that he'd drugged his granddaughter so that his grandson would have to carry her home because they wouldn't _leave._ Frantic enough that he spent the whole time after they'd left and before the relief team had shown up left staring down at the madman who they'd taken prisoner with a pistol in his hand because he _knew…_ He should have pulled the trigger. No one would have said a _word,_ but - but they thought he was a _hero, too._

The same pistol was in the drawer hidden in the kitchen counter. Five seconds. That's all it would take. "You want me? Fine. But you stay away from my family."

Jim puffed again, cocked his head to the side, considered Max's offer and threat. He finally reached a hand over, slow like a train approaching a blocked intersection, too fast to be avoided, not fast enough to be ignored.

His finger touched the screen, swiped, and he saw a video of them from a few days ago, from before the Poodle. He watched Ben slam his right hand down on the alien device on his left wrist and and vanish before Diamonhead came charging out and attacked the robot thugs of some steampunk madman, and his granddaughter a step behind with a flicker of pink light around her hands and her Lucky Girl mask over her face. Not that the mask or the alien face did a thing to hide their _grins_.

_You won't be able to save them both, Max._

The memory of those words stopped him dead. Maybe - maybe - "That's not _her._ It's not _magic!_ It's just - " the sun, a video glitch, or any one of a dozen explanations that went through his mind as he looked at the flicker. All the excuses that they fed to the locals so no one would panic.

Jim just snorted as he made another swipe and there, staring Max in the face was the image of XLR8, grainy but clearly visible at a rear dock warehouse door that faced out to the sea. Beating it down as a girl stood behind him, her face hidden behind a rebreather and smoke and the ripple of heat with glowing blue hands...pulling the _ocean_ to her like a coiled snake, and _walking it_ into the blaze.

A girl in a private school uniform with bright red hair sticking out from under the straps on her head. He couldn't make out the school name written on the sweater's breast, but it didn't matter. That black skirt and blue sweater were as good as fingerprints in this town and she was the only girl in her school with hair that color. Why didn't she get _changed?_ He told them to lie _low._

He - he heard a thousand voices _laughing._

"It took us even longer to find _that_ , but I had a feeling..." Jim rumbled. "We need them."

"No, you don't." Max said, hollowed out and broken and _old_. "You try to bring them into this, you so much as _speak_ to them, you send _anyone_ after them, and I swear to God, I'll…"

And Jim just smiled with flint in his eyes and leaned back in the seat. "Whatever it takes. Right, Colonel?" As if what Jim did and what Max would do to protect his family were the same thing.

Max just shut his eyes. His grandkids were heroes. He wasn't. "They're kids. I want them out of this."

"If I had a choice, if the lab boys could do _anything_ right, I would go in that house right now, pull the device off of him and give it to someone else, but we can't." Jim said with a disgusted shake of his head. "We can't train a witch, either. Not right now, unless… But she's even more stubborn than _you_. Still, a pink aura… Not even Nimue was..." Jim went still before his eyes went back to the house and somehow more wrinkles cracked his face as he glared. No, not the house, at the sky over it. "They might just be the most powerful weapons on the planet right now. The things that they could have done in the Balkans, on Malta and - "

Max squeezed his hands into fists at those words, and then the old man did the last thing he ever expected. He slammed his hand down on the table hard enough that the bang echoed in the Rustbucket. He still looked like he bit a lemon even after the noise faded and he spit out, "And they're _eleven_ ," into the quiet.

Max almost laughed as he stared at the man, as he realized. "The President, the Secretary General, they won't sign off on you - " the look he got was even darker than the sky was when he had to fly into a hurricane and that was all the response he got. It was enough.

It should have been enough.

"The President recognized your boy the second I showed him a picture and thinks he _owes_ him something." Jim muttered as he squeezed his pipe. "So I can't bring him or his cousin in for anything less than the end of the world. Not that I'm surprised. He's never been able to make the tough calls. He'd rather chase interns than…"

Max punched his best friend once for _nothing._ The man in front of him, the man who had to be pushing ninety by now…

His hand tightened into a fist as he growled out. "If you can't bring them in…"

"The world is _always_ ending, Max," Jim just smirked around his pipe. "So the President and I worked out a deal. We talked to your grandkids' teachers, their Sensei, their friends, and I came this close to sending someone out to chat with their parents." Max sucked in a breath and it got him an annoyed look. "Despite what you think, NASA, you and your team weren't the only competent Plumbers. None of them knew _why._ I've heard all about how different they are, how your Gwendolyn has the world in her hand while Benjamin was busy flushing away every bit of potential he ever had until a few months ago. The only thing that they all agree on is that _you_ are the only one that they both listen to." The lemon look flashed across his face again. "And you were the best of us. I need the best right now, not more _weapons_. That's the only reason I'm not throwing you in the deepest, darkest hole I can find for hiding all of this. You and Green both. If you come in right now… If you come and see, then you can be their handler. _You_ can make the call."

"I - "Max started, the word and his breath both exploding out of him as he got ready to shoot the idea down because - because it was too _much._

Jim stopped him with one raised, gnarled finger. "Don't be an idiot. We might need them before this is all over and you _know_ it. Just like you know that humanity is more important than any of us," Jim muttered as glared at the stars and for the first time Max saw the worry in his eyes. "Psych said I shouldn't even give you the option, no matter what _the President_ demanded, but I read your reports from last year and I know you can do what's necessary, Colonel."

Max tried to make a sound, to move, to _think_ as he looked at his son's house and the roses he could just make out in the fading sunlight. He didn't see anyone else in the street when he walked up, not that it mattered. Not any more than the fact that they never went looking for trouble and he never _ordered_ his grandkids to do a damned thing, much less be heroes.

But they were, and if things were as bad as they looked…

Trouble _always_ found them, and he had already buried one grandchild he couldn't do anything for.

"If I'm wrong, Colonel, then you'll be back here or back on the road in a few days," Jim said and Max could tell just from the sound of his voice that he man was sure he wasn't. "The only difference would be that you have to stay in touch from now on. They won't even know we're there. Why would I tell them? They're doing a damned fine job training themselves."

Max couldn't think of any words, but Verdona did like always. ' _We'll be here when you get back.'_ They were the last words she ever said to him, and they still rocked him. They rocked him almost as much as the fact that he couldn't remember how her last kiss felt, just the tears in her eyes as she watched him leave.

He was always leaving.

"Well?"

Plumbers weren't heroes, but they were still on the side of the angels. He could still give his grandkids time to stay kids, even if it was just for a little bit longer...

"I have their stuff. I need time to pack it up and - "

"They can live without this mess for a couple of days." Jim exhaled slowly as he took the glasspad back from Max and tucked it away. "If you're gone for longer then that I'll take care of it myself." And he nailed Max with a stony look before he said a word. "And no, I won't plant bugs. He can turn into a Galvan and she's a sorceress. There's no _point."_

There wasn't. Max just wasn't sure if Jim would admit that, even to himself, and now that he did he wondered what the man was planning…

And if it mattered, as long as his family was safe.

"Come on, NASA. Time to go. Don't want to keep Wes and the others waiting. You can call home after we get you settled in."

The leader of the Plumbers relaxed in his seat and waved a hand at Max. Max stood back up and felt his legs go numb. He felt everything go numb.

But he walked for the front of the RV, one leaden footstep at a time, sank into the driver's seat he'd never let anybody else use if he could help it, and just sat there.

"We're expected at Fort Tesla. I want to see it for myself before you head off to the

Balkans. Let them know we'll be a little late." Jim's voice carried from the back. "Unless you think it was a coincidence that someone attacked a base that the bean counters shut down eight years before you and your boy showed up back in September. Or that these new _things - things_ that no one, not even our contacts in the Galactic Enforcers have ever seen before - have come knocking on our door just for our food. And maybe they have. Who knows that's going on in those _things_ heads.

"Hell, for all I know you're right. Maybe your two little soldiers will stay out of trouble this once if you keep your head down, I just wish that all my boys had the same option.

"Not that any of _them_ matter _,_ eh Colonel? You can live with it, can't you?"

The man didn't tap on the glasspad when he said that. He didn't have to. Max saw all those pictures again anyway. All those men, all just a bit older than Ben and Gwen were. He saw them and his hand reached out, turned the ignition. His numb fingers worked the complicated sequence that brought the Plumber gear online, and he set the dial to the dispatch frequency.

"Whiskey…" Max started and stopped with one last surge of regret that made him close his eyes, but when he opened them again his voice didn't waver one bit. "Whiskey Tango to Avalon. Coming in out of the cold. Bringing Merlin."

" _Welcome back, Colonel."_ The dispatcher said and she sounded thrilled at the news.

Max felt the weight settle back onto his shoulders and tried not to buckle under it. He'd just forgotten what it felt like, but he'd carry it anyways to keep his grandkids _out_ of this. He never wanted _any_ of this. Not for them. He just wanted to show them the world he only ever saw at night until after he retired, everything that their grandmother dreamed of seeing while she was taking care of their boys and waiting for him to come home. He was supposed to _protect_ them.

So he buckled himself in, shifted the RV into first gear, disengaged the parking brake…

And drove away from the people that mattered the most.

\- o - o - o - o - o -

**Author's Note**

None of this story would have happened without Erico's help as a sounding board and his advice, but that's especially true of this chapter. This was the hardest one in the reboot for me to write and the end is the first bit of collaborative work I've ever done. I wanted to thank him for all of his help and give him credit for making this shine.

Also, my friend csgt as started a Bwen discord server. If you're interested in joining you can contact him by clicking [here. ](http://www.fanfiction.net/pm2/post.php?uid=3991349)

And finally, do to weather and a family event, next week's chapter will be delayed.

**Erico Supplement:**

Jim Huxby is a real son of a bitch.

 


	18. Everything Stays

**Author's Notes**

Ravus_Sapiens has informed me that I had somehow scrambled the Swedish word for grandfather, so I have corrected Formor to Morfar for Lili's father in this chapter and all the previous. Thank you.

The music for this chapter is of course, "Everything Stays" by Rebecca Sugar

\- o - o - o - o - o -

**Chapter 18: Everything Stays**

_Gwen's Bedroom_

_Bellwood, California_

_July 4th, 1999_

_8:56 am_

There was light glaring on his face, and Ben scrunched his eyes shut tighter even as he started to wake up. A groan followed as he rolled over to the side, trying to bury his face up against the wall of the Rustbucket's interior. He didn't feel the warm metal of the RV smushing against his face and shoulders after a half turn, though. He came to completely and his eyes opened right as he finished rolling over, one arm dangling in open air and the rest of him lying face first on a bed way too soft for the bunk he was used to.

"Not the Rustbucket," he mumbled into the sheets, blinking rapidly and tensing up. Right. Not the Rustbucket. It took him a few seconds to wiggle his arms and his legs and pat himself over for strange devices or handcuffs or anything else weird that the bad guys might try to use on him. He didn't find anything, though. Nothing except the Omnitrix on his left forearm, and he was used to that.

Still unsure of where he was, but with that bit of panic dying off, Ben sorted through his brain to figure out the rest, using the side of his eye to examine the room he was in. It was all of five seconds for him to remember the long drive, the hurt, the funeral, _Kenny_ , and…

And his head spun around as he looked for the girl who'd just been right _there_. The girl and the crib and - He felt something squeeze in his chest because she'd been _crying_ and she never…

His dweeb didn't _ever._ She'd fail a class first, but yesterday she had been and… and he'd hugged her because he had to do _something_ and it always worked for his dad when his mom...

It wasn't enough, but she didn't shove him away like he was _sure_ she would, and he didn't shove her either, even though...

He just didn't know why he _kept_ his arm around her even after she stopped, even when her head slumped against shoulder and she started snoring in that dark room, or why it didn't…

It was _gross,_ so gross feeling her hair against the side of his face, but…

But…

But she should have still _been_ there. Ben spun his head around, sure that he'd still see her red hair on his shoulder, but there was just an empty bed and tangled up covers and a nightstand that had a lamp and an alarm clock and a framed picture of him and her and Grandpa instead of the little white dresser and that should have -

Wait.

"Who puts a framed picture of the Dweeb in a - ?" Ben started with a snort because heroes didn't get _nervous_ before he shut his mouth so hard his teeth clicked and his heart started pounding as his brain finally kicked in.

"Bad guys wouldn't…" Ben said as his eyes got even bigger and his hand went right for the watch. Neither would hotels. The only place that would have that picture was…. "AHHHHH!" He screamed as he kicked out of the covers that were tangled around his legs and he kept screaming until he went right over the edge of the bed.

He slammed into the carpeted floor hard enough that it knocked the air right out of him and that stopped his screaming, but not the rest of him. Not when one last kick got the sheet off of him and he could _move_ again. He sucked in air as he shoved himself back to his feet and reached for the watch. "The dweeb's room! I'm in - !"

He'd been sleeping on Gwen's _bed_. Why?! If the mega dweeb knew, she'd never let him hear the end of it. If -

Ben didn't want to think it! He just tried to brush _her_ off of his shirt and shorts, a shirt and shorts that were _huge_ and he'd never seen before, but wondering why he was wearing a university t-shirt was a lot safer even as it sent him scrambling to the pile where he'd left his real clothes yesterday. Clothes that were _almost_ where he left them, except now they were folded neatly on top of a trunk instead of in the pile on the floor that they _belonged_ in. "Always touching my stuff," he grumbled to no one as he yanked the huge shirt off and the shorts joined them a second later before he pulled on his clothes. He didn't know what felt better, feeling the weight of his phone in his pants pocket or being back in his lucky shirt.

He shot a look at the one he just took off and dropped on the beige carpet and the nonsense words printed across the front of it before he gave the thing a kick. "College? Yeah, right. Better luck next time, Uncle Frank."

Those were just a mutter, but Ben jumped anyway as they echoed back at him and he realized just how _quiet_ her room was. Quiet enough that it was driving him _nuts._ His house was never like this. Not with dad working in the garage and him trying to drown out his mom's 'music' with his own or with video games or TV and usually two of the three playing as loud as he could get away with. "Seriously, how does the dweeb _live_ like this?"

It was no wonder Gwen always jumped so high when he snuck in here at night so they could go hero. She didn't even have a _TV,_ and he knew. He _looked_ as he darted for the door so he could _escape._

Not that the hallway was _any_ better. All the doors were closed tight up and down the hall, especially the one across from her room. The one that made him swallow hard as he crossed the hall and reached out for the doorknob because he _knew_ his dweeb and…

And she always picked at these things like he did his scabs. It drove him _crazy,_ but...

But she wasn't. The room was empty and even more quiet than her bedroom had been. Still, he sucked in a breath as he looked at the crib and touched his watch before he closed the door again and _thought._ Not about yesterday or…

He was supposed to be a _hero_ and...

And there were four more doors up here. He hadn't been up here in _years._ Not by himself, but he still kinda remembered the big stuff. Two were bedrooms, one was the bathroom and the other was a closet that he used to hide in when he…

The Dweeb _never_ found him when they played hide and seek. Not even back then. He just couldn't remember which door was which and he wasn't about to pick and choose. The only clue he got was the soft hiss of a shower he could hear now that he was out of her bedroom.

That and the voices he heard drifting up from downstairs, his mom and dad and someone else's that he barely knew even if it sounded way too much like _hers_ when she was in a mood. The tone anyway, the actual voice...

He scowled down at the woman who always had a scowl for _him._ The woman who _couldn't_ be the dweeb's real grandma because she _never_ smiled and seemed just as determined to make Gwen like her as he was to make her have _fun._ "Way too early for _her,"_ Ben grunted as he turned his back on the voices and followed the sound of the shower.

Not for him. Please. He'd gotten a shower three days ago and he was still good for one more. Especially after the dweeb soaked him a couple of days back. Still, if the dweeb wasn't tearing herself up in front of the crib…

"Freak," he muttered without head as he padded over. He raised his knuckles and somehow she _knew_ the second they hit the door.

"I'll be out in a minute!" Gwen shouted at him through the door and she almost sounded like herself.

Almost. Except for the hitch in her voice in the middle of the sentence. It was the same hitch she had yesterday just before she buried her face in his shoulder and...

Maybe that was why he reached up again, or maybe it was just fun to torment her, but this time his knuckles didn't even brush the wood before she shouted, "Ben! What did I just say, you doofus!"

"That's more like it!" Ben crowed and he couldn't help laughing or looking at the Watch, his mind already racing through aliens. His mind raced, but his hand didn't make it. Not when he heard the floor behind the door to his right creak. He'd face monsters without blinking because he was _awesome_ , but his aunt and uncle? Or worse, her grandfather?

Ugh.

Ben was back in her bedroom before the other door opened and slammed it shut even as he heard his uncle ask, "Is someone…? Pumpkin, are you - ?" He eased the door shut before the man could finish and was halfway to the window before she could answer.

He heard the Omnitrix beep and felt the dial spring up against his palm before he reached for the window and the world outside. The world that was one slammed hand down away from being his. He never brought his hand down any more than he heard the shouting he was sure was coming when the floor outside the door creaked. "Aw, man…" he muttered as he let the window slip because running wasn't what heroes did.

Or leaving their sidekicks behind. Not when his family was here and so was hers. Not even…

Then the floor creaked again and it didn't matter, except for the fact that the room went quiet aside from the hiss of the shower that he could just make out now that he was listening for it. "Why didn't you come with a radio," he grumbled down at the watch as he pushed the button again and the dial sank away, but that was the only answer the alien device gave as he started looking around her room for the stereo that _had_ to be here some…

"I"m in her room," Ben whispered as his eyes went wide. Then he let out a laugh that would have made Animo proud. He'd been in here before, in the middle of the night as she pulled on her Lucky Girl costume and mask so they could kick some bad guy butt, but that was _all._

They didn't even turn on the _lights_ when they did that. Not with Aunt Natalie just two doors down, and not when the Wicked Witch could make her hand into a nightlight. Not a bright one either, and she _never_ let him stay… "I'm _alone_ in her room!" He crowed as he clapped his hands together. This was as good as being in the toy store when they just got a new shipment of Sumo stuff.

"Heck, this is _better!"_

He forgot all about the radio as his head spun with all the blackmail he was about to get and he looked _everywhere._ Her room was just a little bit smaller than his and disgustingly neat except for the pile of clothes that he'd left by the door that he was even prouder of now. There were a couple of bookcases in the corner by him that he barely even looked at because it was full of _books_ instead of the games and comics that should have been there.

Then there was her dresser, and he didn't even want to think about that even before he saw all the brushes and jars of _gunk_ that filled the top that he hurried right by.

Hurried except for a quick look in the mirror so he could grin and give a thumbs up to the boy in the mirror. "Who needs all that gunk when you wake up looking this good!" It wasn't the first time he'd said that, but it still sounded good even though it lost something when the cootie queen wasn't here to hear it and throw one of the bottles at him.

He usually caught the bottle anyway and made her chase him to get it back. Even when he missed it was still worth it just for the look on her face.

He was still grinning as he hurried by the dresser and all the drawers that he didn't even touch. There might be blackmail _gold_ in them and it wouldn't be hard to check. He was _sure_ everything was neatly folded because every drawer was neatly closed instead of half open and exploding with the laundry like in his room, but it wasn't worth the risk.

Touching her underwear _once_ had been bad enough and he never would have done it if she had just left _his_ alone. He'd _never_ get over the cooties if he did it _twice._ Not when just _thinking_ made him wanna throw up. Especially the lacy blue - "Shut up!" Ben growled at his brain as he felt the heat start in his cheeks and he wished he was still Big Chill because the alien didn't have cheeks that could blush. Not even when the alien bug saw the bra hidden in the bottom of her drawer that felt so soft under his claws and he sure didn't wonder for even a _second_ what it looked like on the Dw - " _Shut up!"_

This was all _her_ fault!

Besides, he _knew_ the dweeb. She'd _never_ mess up her system and put anything cool in with her clothes and that was the _only_ reason he rushed by her dresser! That just left the other bookcase, her desk and the nightstand next to it and he stomped his way past the bed over to them.

The last bookcase didn't have a single book and it was still the nerdiest from the top shelf _down_ because the top shelf was full of stupid _rocks_ and crystals. Crystals of all kinds of shapes and colors and inside one rock that looked like it would have been a decent baseball if she didn't crack it open to show off _more_ blue crystals that were somehow growing inside of it. Those were all in the middle, and around them were rocks that looked like sharp triangles that he couldn't even believe that she had on the right and on the left the rocks looked like someone pressed stuff into them when they were wet. Stuff like leaves and junk. One was _almost_ cool because it had bones in it, but it was just little fish and who cared about _fish?_

The next one down was a bit cooler, but just a bit. It would have been _way_ cooler if she had a sword or some throwing stars there instead of a scroll and little painted glass statues that looked just like the people in paintings that the Sensei had hanging in the dojo. At least she had a Samurai and some ninjas scattered in there with all the white faced women.

There was _some_ hope for his dweeb after all, but rocks and glass dolls. Who even _cared?_ "No one but the queen of the nerds." The words were a sigh as Ben shook his head, but the stuff was pure her. He could just see her geeking out about all of it and -

\- and for some stupid reason the idea made him want to grin as much as it did gag and he shook them both off. It almost sent him scurrying away from the bookcase, too, but he held off just long enough that he bent over so he could see the bottom two shelves and he was so glad he did. "Home run!" Ben grinned as he down and took it all in because the shelves were just _packed_.

There were bits of rock and metal that didn't look like much. He was sure her parents wouldn't give them more than a glance, but Ben _knew_ the second he saw the dull line that ran across a gray rock the size of his fist by the back, even though he'd seen it when it glowed purple with magic and it was part of a huge rock dog thing.

Before it got the Fourarms special anyway.

"That's more like that!" Ben crowed because he knew the rest of it, too; from the bit of green fabric that looked just like the survival suit she wore in space to the little gray rock that must have been a part of Mount Rushmore. For just a second he wondered where the rest were because he remembered her scooping up so many that day because she was a _dork_ and the rocks were _history._ "In more ways than one," Ben grinned. Sure, it was _kind_ of his fault that the monument got smashed, but he was fighting old squidface and throwing him into Washington's carved face seemed like a good idea at the time.

Then the second flew by and he didn't _care._ Not when there was everything else. Gwen had almost as many souvenirs from their first summer as he did and Ben poked at each and every one until - "Jackpot!"

He _knew_ that she kept it! He scooped up the Keystone of Bezel from where it was sitting at the back of the bottom shelf and sat back on his heels so he could give it a _good_ poke. The blood-red stone was smaller than he remembered. He was sure that he couldn't close his hand around it before, but magic was _weird_ and he didn't care. He just squeezed it tight as he closed his eyes and whispered, "Come on! Ten times as awesome!" Magic and the watch! He'd be…

Ben didn't even _know!_ He laughed anyway as he squeezed it tight enough that he could feel where the lines had been carved into the otherwise smooth rock that felt so cool in his hand.

The lines carved into it didn't even have a spark of the gold glow he remembered when he opened his hand again, not that he really thought that they would. They hadn't since Hex used it to remake the other charms in Los Vegas and he'd used Wildvine to smash them good. If he could have reached high enough, he would have smashed this one, too, but it was dead when it fell out of the sky after and the nerd formerly known as Lucky Girl scooped it up before he could.

Besides, it was just a stupid bit of rock now, but when it worked it was almost as cool as the Luck Charm she'd guilted him out of weeks before that.

"Maybe Greymatter could fix it," Ben muttered to himself as he looked at the Watch. Or maybe not. Ben never remembered much of what the little guy was thinking, but the words 'that's impossible!' and all the ones that meant the same thing were always echoing through his head when he changed back while he watched the Dweeb do her thing.

"Still," Ben said as he gave the charm another look before he slipped it into his pocket. "I'm sure that the Dweeb won't mind if he takes a _look._ " He might even ask her later, but she _owed_ him one.

The watch already made him a superhero. Ten times that? So worth her glare. Besides, he would give it _back._ Eventually. She'd yell, but once she was done with that...

Ben grinned at the thought of after, when she would _freak_. Besides, it was just getting dusty here.

So he moved around _everything_ on the shelf just enough that it hid the empty spot in the back before he pushed himself back up, and that was when the framed photograph that was hanging right next to the bookcase caught his attention.

It was one of her and Sensei that would have caught _Wildmutt's_ attention because the man was almost smiling in it as he passed the Dweebasaurus Rex an orange belt and he could see just how hard she was fighting her grin as she took it. "Loser," he said with a chuckle as he shook his head and looked at the frame next to it, the one that already had dirty white and yellow belts already inside and room for five more.

He brushed a hand over his belt as he stared at the frame and didn't think about the white one that he'd stuck in a box under his bed before the summer started, or how she'd grinned at him when he got his yellow. Not at all.

"Sensei can smile?" Ben asked the question that _mattered_ as he looked around. She had one picture of the impossible, maybe…

The walls of her room were painted a light blue and almost lost behind all the posters and pictures that she had hung up, even though none of them were anywhere near as _cool._ None except for _maybe_ the poster of the night sky that was hanging over the headboard of her bed. He could just see the outline of a cactus blocking out the stars and they all looked just as bright as he remembered.

Then there was an old guy that had wild white hair and was sticking his tongue out by her desk that he didn't even want to _think_ about. That or the charts that could have come out of his science books if he'd ever opened the things.

As for the other pictures…

Those only caught his attention because they weren't all about her getting awards like the ones that his mom had hanging at his house. They were just _her._ There were a couple of her riding a horse, one with the same fierce grin that she usually saved for kicking bad guy butt as she leaned forward and the wind caught at her hair and another with the Walrus as he rode his own horse right beside her that looked so fake and boring because their horses weren't even _trying_ even if she was grinning and waving at the camera.

Most of the rest must have been taken at museums and the Dweeb was being a complete _dork_ in as she geeked out in front of statues or paintings or mannequins wearing clothes that looked familiar and he didn't know why with her mom and dad or her grandparents. All but a few. One was a picture of her and a bunch of other girls. They were all wearing stuff that Lucky Girl outfits - all of it but the mask and how did he _never_ figure that out? - except hers was the only one that was a dark purple and had arms and legs. All the other girls were a bright mix of colors that seemed so _wrong_ after all the times he'd seen her in the real deal.

Almost as wrong as the light blue dress she was wearing in the picture next to it that _almost_ looked like the one she wore to the wedding last year. There were more girls in dresses in that one, too. Girls that Ben barely glanced at because each one of them had guys in suits standing next to them who all looked like total _dorks._

Especially the blond boy who was holding Gwen's arm and grinning so wide...

"Complete _dork,"_ Ben growled out. The dweeb knew it, too. She had her fake smile plastered on her face as the other boy stood way too close. That took some of the edge out of Ben's growl, but the fingerprint smudge he left in the glass over the dork's face helped even more.

Enough that he finally really _looked_ at the pictures and realized that she was on the edge of both groups instead of in the middle even though he _knew…_

"My dweeb cleaned the floor with all of you dorks."

At least she had a real smile in the class shot from the dojo, one way bigger than his because pictures were _lame._ It was the only one where she wasn't on the edge, too, even if he was. Not that he was supposed to be. Sure they were with their belts, but _his_ was supposed to be standing right behind hers and he had _so_ many plans.

Plans that the Sensei _ruined_ the second he gave Ben one look and moved the belts all around. "It would have been _epic,"_ Ben sighed. She would have hit him _so_ hard after, but it would have been worth it because she would have laughed even harder first and if he was lucky the photographer would have gotten both.

The dweeb might have even hung them up, too. They would have been better than the rest of the junk she had up. He kept looking, but there was only one that kept him from falling into a coma. It was was so old that the queen of the nerds was wearing a bright pink bathing suit and Grandpa still had some brown hair left. He was holding onto her legs as he carried her on his shoulders and she was so short that she barely popped up from over his head. They were in a pool and both laughing as Grandpa charged through the water at the camera and she had her hands on her head with her fingers pointing up like horns and…

"Wait a sec!" Ben said as he picked up the picture because he _remembered_ that day. They'd been _tiny_ and - and he'd been riding on his dad's shoulders, too, until Grandpa and the dweeb knocked them over and he came out of the water sputtering just as Aunt Natalie took the picture and…

And that was the last time he could remember his aunt laughing because…

Ben scratched at his arms again as he stared at her in the picture. "The dweeb became the Cootie Queen a couple of weeks later," Ben mumbled as that came back, too. That was the last time he really got to play in this room, and he remembered her giving him a lollipop to scratch the red bumps on her back because Aunt Natalie wouldn't let her and that he would have done it without the candy because she looked _miserable._ She was doing the same thing for him at his house a few days later when he got cooties, too.

But not for anywhere near as long. She'd just grabbed up his Captain Ultra and Kangaroo Kommando toys so they could play on his bed when they heard his mom… And then hers came storming into his room and she scooped Gwen up and… and…

And after that it was just school and report cards and he wasn't _good enough_ anymore and it didn't _matter_ because JT told him where the cooties came from and he was _better off_...

Ben almost kicked something as he squeezed the dial of the Omnitrix and his head shot up from the photo he _should_ have been in so he could glare at all the ones that he wasn't. Which was every last one except for the one from the dojo and the one on her nightstand next to her alarm clock, the one he barely got a glance at when he woke up, and the one that he hurried across her bed to see again just to make sure it was a _good one._

Ben was just reaching for the frame when he heard a man's booming voice through the closed door, one that he knew just from the sound wasn't Grandpa's or his dad's or his uncle's just from how _loud_ he was, like whoever it was thought he was on stage rocking out instead of in a hallway, and the sad thing was that Ben could tell the man wasn't shouting because he _knew_ what that sounded like.

He was an _expert._ He heard it at enough of her birthday parties after all.

He was an expert at listening through doors, too, which was why he could _just_ make out what the Dweeb's not Grandpa grandpa was saying as he got closer and closer to the door, " -ow what will make you feel better. Why don't you go get changed into something pretty instead of that silly blouse? I know that your mormor would love it if you wore the sundress she sent you, Angel, and so would your mother."

Ben half listened to the words, but there wasn't anything half hearted about how he shook his head or rolled his eyes as he brushed his fingers against the plain silver frame because they were all nonsense like everything else that came out of the man's mouth.

Thank _God_ he only ever saw the guy at the Dweeb's birthday parties. He didn't know _how_ she -

How she managed to sound so on edge with one word when her voice came through the door, too, "Morfar," just before the floor outside the door squeaked and he jerked around just in time to see the door knob twist.

And knock the frame off of her nightstand.

"Shit!" Ben shouted and for once it wasn't for the thrill of saying one of the words that actually made his parents _yell_ as he grabbed for the thing.

Grabbed and missed and the frame hit hit the floor with a crack just as the door opened with a "Ben!"

"I didn't do anything!" Ben shouted at Gwen as she came dashing over and scooped up the frame like it was one of the babies that those aliens were trying to steal a few weeks back. The look she gave him was every bit as ugly, too, before she flipped it over. His breath caught, but he didn't get a chance to see a _thing._

Not before her not Grandpa grandpa stepped into the room and the rumble of his voice filled it. "What are you doing in here, Benjamin?"

"I don't _know_!" Ben shouted right back as he lost the wide-eyed stare that he was giving her and the frame in her hands and just glared at the man who was already dressed in a _suit_ because he was every bit the snob his mom said he was when she didn't think that Ben was listening. Like _anything_ in the gift bags that the dweeb gave out at her parties were as much fun as listening to his mom mutter as they drove home. "I just woke up in here and - !"

"Did he break anything, Gwendolyn?" the man asked before Ben could even _finish_ as he took another step into the room and his hand went to his mustache.

Mom was _right._ He really did look like a walrus with that thing. Ben was _this_ close to calling the jerk that when the dweeb sucked in a breath behind him and he spun back to her just as she ran her finger over a crack that ran through the bottom left corner of the glass _._ "Aw, man…" the words were just as whispered as some of the mantras that he heard his mom use, and just as heartfelt as he waited for all the yelling that he was _sure_ was coming.

The Walrus didn't disappoint, even if he didn't yell. His voice just got more rumbly as his beady little eyes looked around. "You should check the rest of your things, Angel, just to make sure that he didn't…"

The dweeb's did, too, and when she narrowed her eyes at the bookcase with all of her so-called _good stuff_ Ben blurted out, "It was like that when I - !"

Not that she was _listening._ "God, Doofus! Is there anything you didn't touch!?" She shouted as she got up and hurried over with the frame clutched to her chest.

"What did I just _say?!_ It wasn't _me!_ Maybe your mom was in here dusting or - " He tried the lie even as the charm in his pocket got so much heavier.

A shadow fell over him as she brushed her right hand over her stuff, and his heart skipped a beat as she reached the shelf the keystone had been on as the rumble filled the air again, "How would you like it if Gwendolyn broke _your_ things, young man?"

Not that anything the walrus bellowed mattered. Not as much as the fact that the dweeb still didn't say a _thing_ as she ran her hand over all her stuff.

"The picture was just an accident!" Ben grumbled at her back because he wasn't giving the man the _satisfaction_ of sounding sorry.

Even if he was.

He felt the shape of the charm through the material of his cargo pants as her hand brushed over the spot it had been in and the words were burning the way up his throat as she shook her head. The only thing that made him keep his mouth shut when she turned around and nailed him with a glare that he'd seen over and over again over the last week.

Why bother? It wasn't like anything he said _mattered._ Not to her. The Dweeb proved that over and over again every time he said that they were even and they could _stop._ He didn't even know why her glare was a surprise. He just thought…

After yesterday...

He didn't know, so he glared right _back_ as her Former or mortar or mustard or _whatever_ the stupid thing she called the man asked, "Angel? Did he break something else? Or take - ?"

How could that stupid charm get so _heavy?_ He slipped his hand in his pocket, ready to throw it at her and run because she wasn't going to _listen,_ not when the words were a jumble already and… and he didn't want to prank her any more.

Not when it stopped being fun after he gooped the back of her pants, not when she wouldn't _quit._

But she wouldn't, so he couldn't and he was ready for anything.

Anything but her letting out a surprised noise before she said his name and gave her so not Grandpa grandpa a look. "Ben doesn't _steal,_ Morfar. He just messes everything up," she said, and she said it so matter-of-factly that Ben beamed.

"Yeah!" Ben said as he smirked up in the man's face. Then he thought about what she just said and his head spun around so he could glare at her instead. "Hey!"

He _knew_ that if the Walrus wasn't in here with them she'd be sticking her tongue out at him just from the way she smirked at him even as she squeezed the frame tighter to her chest.

"Are you - ?" her morfar started and Ben watched the smirk slip from her face even as he felt his get hot as he spun back, but when he looked up the man didn't look angry at all. He was just staring at Ben like he was a math problem as he reached for his mustache again, the one that just had a hint of red hair still in it. He pulled at it and then he sighed. "If you're sure, Angel."

"She is!" Ben said, his voice hot even though he _knew_ better.

That made the glare come back for almost a whole second before the man reached out and Ben scrambled back. If the Walrus thought he was getting grabbed again…

But the man's hand froze at that. Froze and dropped as he took a deep breath and said, "I'm glad you're up, Benjamin. There's something that I wanted to say to you."

"Yeah?" Ben said with a tone that matched the sneer as he looked up.

The man's face looked as harsh as the winter Grandpa told him about once over a campfire before last summer, a ghost story where Grandpa said that he was out camping with his friends before _something_ happened. Something that destroyed their tents and drove them out into the cold. Ben didn't remember and he wasn't sure if Grandpa even _knew_ , but the way the man looked as he talked about how he was sure he was going to lose his foot before they figured out which one of them was the shape shifting alien...

The story was so good that Ben didn't sleep at all that night. It never occurred to him that maybe it was more than a story until halfway through last summer, not that Grandpa ever admitted it. He didn't really think that the man would just because he was Grandpa and that was just how Grandpa was. He _always_ hid the good stuff.

Ben never expected what the man in front of him said next either. "I'm sorry for how I treated you yesterday, Benjamin. I should have explained, not just dragged you up here. It wasn't right."

Ben blinked, but his sneer didn't soften at all as he all but spat out the "Yeah rig - "

He _should_ have expected the foot he felt stomp on his toes. He would have if he'd been paying attention to the dweeb instead of her not-Grandpa and saw her sneaking over so she could stand right next to him. Stupid of him, he knew who the dangerous one was and it _so_ wasn't the Walrus.

At least she didn't stomp _hard._ It was just enough that she knew that it got his attention and nowhere _near_ her personal best. Not that she moved her foot after, not even as she gave him a look. _The_ look. The one she almost never used and just meant _please._

Ben gave her a look that said ' _so_ not fair' right back, and her eyes just got bigger. That was what made him sigh and mutter, "Yeah, okay."

"Thank you, Ben," her grandfather said as a touch of an accent slipped into his words along with a little harrumph that didn't matter near as much as the smile she flashed him or the fact that she moved her foot. His next words didn't matter either, not that the man could get them out. "Since I've got you both here, there's something…"

His voice drifted off at that and he stayed so quiet as he looked at them until Ben squirmed and the dweeb finally turned and asked, "What's wrong, Morfar?"

"Nothing, Angel," the man said with a smile a phony as that hundred thousand dollar bill Ben's dad tricked him with when he was little.

The games he could have bought… And the therapy as the man reached up and ruffled Ben's hair before Ben jerked away with a "Hey!"

Still, it could have been worse. The man leaned over and _kissed_ the Dweeb's forehead. Ben gagged at the sight of it and of her smile and almost missed the rest of his words. " -rmor is cooking breakfast downstairs, Angel." Then his eyes flickered over to Ben and something that might have been a smile flashed across his face. "I'm sure you're as hungry as I am, young man. Let's go and make sure that the bacon that your mother ran out for is up to snuff while we give Gwendolyn a chance to get changed."

"Changed?" Ben asked as he gave her another look even as his stomach rumbled at the thought of bacon. He _knew_ that his aunt hid the good stuff _somewhere_ for all the dweeb's talk of health food, but _changed?_ He watched the dweeb as she fidgeted in her jeans and pulled at one her lucky shirts, the one that was so dark blue that it almost looked like her Lucky Girl costume with the white cat logo face peeking out from between her -

Which he didn't look at! He felt the heat rush to his cheeks as his eyes darted away, and felt it get deeper as she grabbed his arm with both of hers and hugged it to her as she said, "Actually, I need to talk to the doofus, Morfar. We'll be down in a second." And she was so _evil_ because she _grinned_ as she said that _,_ but somehow he must have kept the blush from his face because no one screamed about how _sick_ he was _._ Sick enough that he could feel the babble racing up his tongue just like he could _feel…_

"Very well," the man said like any of this was _normal_. Usually when he said that he said it with a little nod and smile, but this time he didn't. This time he just looked at them and sighed before he turned and left.

The second the door closed behind him Ben spun and yanked his arm free even as he reached up and tried to shove the cooties off his shirt sleeve because the strap of her bra should've been the worst! Not…

Maybe he was just imagining it! Maybe the small soft warm thing he felt press brush against the side of his arm when she grabbed him wasn't - wasn't -

It _couldn't_ have been! It was so… but… but it was right where - right against the logo on her shirt was and -

He screamed when he felt something else brush against his arm and he didn't realize it was her hand until she jumped away and pressed it and the picture frame she had in her left hand to her chest. "God, Doofus! Did you try Grandpa's coffee again? Didn't you learn _anything_ from last time?!"

He barely _remembered_ last time except for the taste that _burned_ and how _everything_ was the best thing ever and he tried to do it all at once, but he nodded anyway because that was safer than… than…

His eyes darted down to her chest again and locked over the picture frame that she was clutching even as he held up her hands so he could push her away if she came anywhere near him with her stupid _body_ again and the babble finally erupted from his mouth, "I'msorryaboutyourstupidpictureframeallright?!Ididn't-!"

"Ben!" Gwen tried as she stared at him with wide green eyes that were the same color as the leaves and that didn't help at _all._ "Ben! Calm down! It's just the glass! I'm not mad!"

Neither did those words. "Yeah, right! I know a trap when I - !"

"You so don't, you dummy!" she said as she lifted the frame up over her mouth and laughed into it.

Ben froze at that, all of him but his heart which kept racing and shoving blood up to his burning cheeks. He felt the heat even as he glared. "I so do!"

"What about the time Animo - ?"

"He just got _lucky!"_

"Or those robots - ?"

" _Anyone_ could have fallen for that!"

"Or - "

There was something about the way that the Dweeb giggled at that, something that made his face burn and his temper flare. "Or what? Or not know _magic_ when it makes my smoothie _explode?!"_ The words were raw and hurt and - and how many ways was she going to find to call him _stupid? -_ and the last thing he wanted to say because…

Because he saw all the color drain from the Dweeb's face just like it did yesterday as her lip quivered and she said, "Ben, I didn't…"

"Yeah, right!" Ben shouted even though he didn't want to, but hearing those words, hearing that yesterday didn't mean a _thing._

"I didn't cast the spell, Ben!"

Ben felt his eyes _burn_ as he spun away because he didn't know why… Except he did. "Fine, whatever! I'm an _idiot!_ I get it! Can we just - "

Not that Gwen _listened._ She _never_ did and she never _stopped._ She just charged across the room grabbed him by the arm and spun him around so she could shove her finger in his chest as she said, "Stop _saying_ that! You're not an _idiot,_ Ben! I never said you were! But I didn't - "

He knew that the first few words were just as much of a lie as the line that his teachers gave him about his _potential_ and that the pranks were coming just as sure as the detentions, that would keep coming until Grandpa really did make them go home and as much as he wanted her just to admit it… "Fine! I don't _care!"_ He shouted as he shoved her hand off his chest. "Just _stop!_ I don't - I don't want to _fight_ anymore! It's not _fun!"_

He thought she'd crow at that, not let her mouth drop open before she hid it behind her hands as she looked at him like he just stomped on her math book. "It's not? It's… Ben, it's… we _always_ \- "

He shook his head and turned away so she couldn't see his face because he felt like enough of a wuss already. Enough that not even touching the watch made him feel better, but he didn't let go because at least _that_ wasn't going to... "No, we _don't! Arguing_ with you is fun! _Bugging_ you until you turn red and chase me is fun! Even _pranking_ you is… is… It _used to be -_ " It did, before it got _mean._

He thought she'd laugh again, not let out a soft, "I know…"

"No, you _don't,"_ Ben said as he shook his head. "I know… I know you're a mega dweeb and you have better things to do than… but last week…"

It was all his _fault_ for believing her when she said they were partners, for thinking that she really did… He felt the watch and knew that a hero would do _anything_ to save the world, even…

"Better than what, Ben?"

"Just drop it," Ben muttered as he let his hand slip from the watch face and dangle at his side. He didn't need to hear it again. Not when the Poodle told him _everything_ already, and said it in her voice. All of her voices. From when she was little to Gwendolyn. He thought it was bad when it was pretending it was Grandpa, but…

But hearing _her_ was so much worse. Worse than Grandpa and his parents all put together.

"You're one to talk," the Dweeb said and her voice cracked just like it did yesterday, but this time instead of tears it just got harder. "You couldn't forget me fast enough at the tournament, or leave me behind so you could be the hero before that!"

Ben stared at her, at her as she sucked in air and her hands twisted into fists and if she slid her sneakered foot back a few inches more she'd almost be in a kata, but none of that mattered as much as what she _said._ Or what he did. "Yeah, right! You were the one who snuck around spying on Grandpa! And I wouldn't have even _cared_ if it wasn't for all that bull about us being _partners!"_

"We are!" Gwen said as she stomped her foot and her eyes… Her eyes got watery even as she glared.

"Yeah, _right!"_

"I just did it to _save_ your _butt_ , you _Doofus_!"

"Sure you did," he sneered at her even though he just wished that she wasn't a _girl_ so her brain made _sense,_ but it _never_ did. That was why he threw the words right back in her _face_ as he marched up and shoved her shoulder, just so she could see how _ridiculous_ she sounded. "I just did it to save your big butt, too!"

Of _course_ it didn't work. He knew that the second she shoved him right back, he didn't even have to wait for the words. "Yeah, you really saved my butt when you were drooling all over that girl at the tournament, you - you!" She bit down on a scream and her next words not that it stopped him from hearing either. "Karate was _our_ thing and you - !"

"I what?!"

"Drooling over her wasn't enough, but telling her that I didn't _care_ about karate? That _you_ were the best in our dojo?" She shook her head as she laughed, but her hand couldn't hide how wet it sounded. "You're the best in your belt _,_ but… but I worked _really_ hard to get as good as I am and hearing you say that… Saying I wasn't _good enough!_ You sounded just like..."

Some part of Ben twisted at the words, the rest of him just stared as she turned away and he tried so hard not to see her hand dart to her eyes. "I never said I was the best in our dojo." Sure, he would be _one day,_ but Sensei would kick his butt if he even _thought_ about lying that big right now.

"I was standing _right there,_ you dummy! I _heard_ you tell that - that - _girl - !_ "

"Emily?" Ben asked as he just stared at her. "What does _she_ have to do with - ?"

That was as far as he got before she sniffed just like her mother always did when he did _anything_ and he _hated_ that noise and muttered, "Of course you remember her _name."_

"Why wouldn't - " Ben bit down the rest because girls were _crazy_ and his dweeb was the _craziest._ Even crazier than the girl who asked him if everything was alright just because he slumped down in the seat next to her and he'd started talking to just because she liked karate almost as much as…

"She was complaining that her town only has one dojo and the Sensei there is an _idiot_ who doesn't think that girls can do karate and only took her because her father _made_ him. I was telling her about how much cooler our Sensei is because he knows that's junk and that everyone knows that you - " that the girl standing in front of him was the best even if she didn't have a black belt _yet._ Those words were right there and they were so easy for him to say at the tournament, but now?

Now the words wouldn't come out.

"You - " Not that it _mattered._ Not to his _dweeb._ She knew the second she looked at him like she _always did._ "You were talking about _me_?" She murmured even as sat down on the bed like he just sucker punched her.

"I - Well, _duh_ ," Ben said as he reached up and rubbed at the back of his head as his eyes found the floor. "Everyone knows about you and your Feet of Fury," he thought she'd at least grin at that. She always did, even though she acted like she hated the nickname. "It's why I'm going to put you on the mat one day, you mega dweeb. Dad always said you gotta beat the best to be the best." His dad never said that, not once. He'd heard it from some wrestler and it sounded _right_ , but he wasn't going to tell her _that._

Not when Gwen was already shaking her head as she said, "You - you - " Or when she let the frame he _broke_ slip from the death hug she had it in so she could look at the picture inside. "I'm an _idiot."_

Ben should have crowed at those words and a part of him wished he knew where she'd hidden her tape recorder because there as a time when he would have _lived_ for those words. Now he just stared at her and his hand found the back of his head again. "I… You shouldn't worry about it. You get used to it after a while," he joked.

Tried to joke. Not that she heard him. Not that she _cared._ She proved that with her next words. "I didn't cast the spell, Ben."

Every time. Every time he started to feel bad, every time he thought that _she_ did… "Whatever," he muttered as he turned away. He _so_ didn't want to see her grandparents again, but he'd have to because Grandpa was down there, too, and at least _he_ didn't pretend...

"I know that I'm the one who made your smoothie explode, but I didn't say the words, Ben, I didn't even _think_ them. I swear I didn't," The Dweebasaurus Rex said like she had so many times before, but this time she sniffed like she was about to….

Ben stopped in mid-step because that sound froze his insides even more than the words did. The words just made him feel sick. School lunch sick. Taco Tuesday school lunch sick. "You didn't?"

And as sick as that was, he still didn't look as miserable as her as she hunched over and stared down at the picture in her lap. "No. I was so mad and I loved it when it happened, but I didn't say the words, I don't know _why - "_

His cousin was so many things; a dweeb, a dork and the queen of the nerds were just the top of the list, but she wasn't a _liar_. He was sure that he felt as miserable as she looked as he sank down and sat on the bed next to her. "Why didn't you just _say_ so?!"

"I didn't… I really did think that you just dropped the cup." Gwen shook her head at that, and then she let out a little wet laugh that made Ben feel even _lower._ "I've seen you trip on your own shoe laces, Doofus. You could have!"

"I…" Ben knew he should have gotten mad at that because it only happened like _twice_ in front of her, but… but he just felt his shoulders slump. "Aw, man…"

Of course she didn't do it on _purpose._ She was _Gwen._ If she did, she would have told the world, not pretend that she didn't know what happened.

He was so _stupid._

The Dweeb nodded a little at that as she pushed her damp hair away from her face, but she still didn't look up. "I'm sorry, Ben. For the cup and the clothes and… and hitting you with that water and - and I don't want to fight anymore either."

"It's okay!" Ben shouted before she could say _anything_ else because he didn't think he could take it. It was everything he wanted to hear, but he felt so low hearing it now. "It's… You don't have to - They weren't - They were kind of funny," he said because they were. Kind of, that was always the worst part. He was the funny one. Not her. She already had… "You know, for you."

He said just as much to make her _mad_ as he did because he felt like _scum_ and her being mad was so much better than whatever she was now, but she didn't. She just hunched over more and he didn't have to see the wrinkle in her brow. He knew her mind was going full Dweeb right now, and that sent him hurrying over even before she said, "What if… What if there's something _wrong_ with me? That first day of karate and now this… What if I can't control the magic? What if I…?"

That was as far as she got before Ben jumped up and dropped back down onto her mattress as hard as he could just to make her bounce against him. She looked so shocked as she _finally_ looked up. Looked up and saw his smirk even as he rubbed the Watch around his wrist. "What if you what? Turn into an alien that starts a forest fire? Or become one that's some horror movie reject that tries to block out the sun or - "

Not that _that_ was the worst thing.

Sure, it was horrible, he saw what Ghostfreak's machine did to everyone on the planet. For a while it was the only thing on TV before the reports just stopped and everyone acted like it just never happened. It might have been more believable if he didn't see lights burning into the night in every house for weeks after, but that was just TV and strangers. It wasn't anything compared to seeing her dance on the edge of a ledge as that monster looked through _her_ eyes because of him.

Or seeing her slip and fall as Ghostfreak laughed through her lips night after night because of him, because he found the watch.

Ben swallowed hard even as he laughed to hide it and the shudder that went through him as he pushed the nightmare away again. He elbowed her instead and said the first words that sprang into his head. "You deal. You get better. And I get to yell at you like you yelled at me until you do."

"I'm _still_ yelling at you, Doofus," Gwen said, but this time she sound like her again even if the smile that spread across her face didn't look a thing like her usual smirk.

He grinned right back and it wasn't anywhere near as forced as his laugh had been. "Yeah, but making you yell keeps it fun."

That got him another shake of her head before she closed her eyes and jutted out her chin at him and said, "You have weird _fun,_ even for a _doofus."_

"You love it," Ben said as he elbowed her and stared at the way the corners of her mouth twisted up. "You _know_ you do."

"Dork," the dweeb said as her grin got bigger and she let go of the picture frame so she could brush her still damp hair behind her ear. "I _have_ to pin this back…" she said as she let her hand drop back down, but she didn't even try to get up. She didn't even try to slide away and feeling the body pressed against him…

He should have shoved her away. He knew he should because she felt _gross_ and warm and…

Instead his eyes followed her hand as she traced the crack in the glass and he finally really looked at the picture she was holding. " _That's_ the one that made the cut?" Ben asked and he couldn't hide his disbelief. It was one of the three of them, where he was picking his nose just to gross her out while Grandpa just grinned and had a hand on their shoulders while someone got ready to tow the Rustbucket back to town behind them because _something_ broke.

It was the Rustbucket, something was _always_ breaking. Not that it mattered. Not as much as the face she made that the film caught forever as she tried to push away from him.

"Made the cut?" The Dweeb repeated as she scowled down at the picture. "What's wrong with it? _Besides_ you being _gross._ "

"That's the best part!" He laughed even as he looked around her room at all the pictures again. "It's just… you took cooler ones. I can't believe that it's the only one you kept from last summer." Not that it bothered him. Not at _all._ Photos were _lame_ and… and… And she laughed into her hand again. "What's so funny?"

"That's not the _only one!_ It just one of my _favorites,_ you dummy! Grandpa and I look so good in it!" Those words should have hurt, and maybe they would have if her eyes weren't sparkling so much as she shoved the frame into his hands and dashed for her nightstand. He heard _stuff_ rattle as she pulled open the drawer and he tried to imagine what she had in there, but considering all the junk that covered the Rustbucket's sink because of her…

He wasn't expecting her to pull out another _book,_ even though it was _her_ and he should have. A white one that was thick and full of plastic pages that she had open even before she dropped back down into the bed next to him. "I had like a hundred rolls of film developed when I got home! Daddy almost collapsed bringing them in, and explaining away all the alien stuff as guys in costume was so not easy… But once I got rid of all the junk…" The book was _packed_ with pictures. He knew that there should be. It seemed like she always had her camera in her hands and when she didn't it was because she handed it off to Grandpa and that he was always blinking away stars whenever they weren't kicking butt last summer, but he didn't have any clue that she took so many. Of her, of Grandpa and…

And of _him._ Ben saw himself in almost every one. Sometimes making faces, sometimes laughing, sometimes burning red or trying to hide, and way too many of him asleep and drooling, but he was always there.

Ben reached over and flipped page after page just to be sure as Gwen kept talking and kicking her heels against her bed. "I thought about hanging them all up, but I wanted to keep them special, so I flip them out every few days so I always see a new one when I wake up."

Gwen sounded so happy as she said that, and it just twisted Ben's gut. "And I broke your frame. I really do - Ow!"

"It's only _glass,_ Ben! And the crack isn't even that bad!" The dweeb said as she shook out the hand she'd just smacked his arm with. "I might not even change it out. It makes it more authentic."

"So I don't mess everything up?" Ben asked, the words a challenge.

One Gwen met with a raspberry as she brushed more hair behind her ear again so she could glare right into his eyes. "You do. You _so_ do! You mess up everything just by being there, Ben! Being there when my magic goes wonky, or I'm in school with jerks or our parents go _crazy_ or - or - " She swallowed hard and looked down as his breath caught. She didn't have to say the words, he knew just what the last or was just from that. It had only been a day, but…

So he wasn't surprised when she rested her head on his shoulder again instead of saying anything. He just hoped that she wouldn't start … as he put his arm around her without even really thinking about it because her having her head there just felt…

It didn't _matter._ He was too busy thinking to worry about it. Her teddy bear was somewhere, and so was his lion and if she did start he'd show XLR8 a thing or two about being _fast._ Instead she just sniffed and her voice might have been rough, but it wasn't as broken as it was yesterday as she smacked his knee and said, "You've been messing stuff up all year just be being there when I need you, you _dummy."_

"I have?"

That got him another shake of her head. "Of _course_ you didn't notice." She sighed as she sat up and passed the book to him. "Here. You pick out one."

Ben stared down at the book; at them in front of the World's Biggest Ball of Twine and dressed up for Camille and Joel's wedding and all the other stuff that he barely even remembered before he reached over and tapped the picture that was already framed. "You don't have the one that the tow truck driver took two seconds after this, do you?"

Even though he could only see the profile of her face he still saw it when Gwen frowned and thought before she shook her head. "No, that one was all blurred. Why?"

Ben couldn't fight his grin another second if he wanted to, and he so didn't. "Rats. I wanted the face you made when I wiped my booger on you saved _forever."_

The grin turned into a laugh as the dweeb closed her eyes and shuddered. Her muttered, "You are so _gross,"_ was just icing on the cake.

So was her taking the book back, but he almost fought her for the frame. "You said I could pick? Leave that one for a while longer. It's cool."

The dweeb blinked at him and gave him the same look that she gave things under her magnifying glass before the corners of her mouth went up again and she bounced to her feet. "'Kay." The book and the picture both went back where they belonged and he thought that was that.

He really was stupid. If he'd been paying attention to her instead of the picture he would have seen her before she grabbed up his right hand and wrapped hers around it. "Hey!"

She just gave him a grin as she pulled him to his feet. "Come on! Mormor is a great cook and I'm _starving!"_ Pulled him to his feet and to the door and she never let _go._

They reached the top of the stairs before Ben's brain thought about anything but how soft and cool the skin of her hand was and it was such a _traitor_. "You don't have to hold my - " he started before his voice showed that it had more sense than his brain and _shut up._

"So do!" Gwen called back over her shoulder as she raised her chin again even as she started down the stairs. "I don't want you getting lost and you gave up your hand privileges when you reminded me of how dangerous your fingers are, doofus!"

And the stairs…

Ben faced bad guys trying to kill him, mutate him, possess him and _talk_ him to death, but watching the dweeb bounce down the stairs in front of him was too much and he didn't know _why._ She was in jeans and a shirt and he'd seen her in so much less and that thought didn't _help_ at all. Not when he felt his cheeks burn and his hand start to get sweaty and he had to look anywhere else before she found out how _weird_ he really was. If he felt like this around _anyone_ else, he would have just asked his dweeb because she would _know_ what was wrong with him, but he didn't so he _couldn't_ and -

And his eyes darted away from her and for _anything else_ before he was more than two steps down. If he hadn't, he never would have seen the pictures that hung on the wall there, too, as anything but the flashes of color he saw yesterday as he dashed up the stairs to begin with.

There were so many hanging there, even more than the dweeb had in her whole _room_ and way more than his mom had in their whole _house,_ but where his mom just hung them up wherever she thought looked good and the dweeb had them clustered around her bookcases and dresser, the ones here hung in rows so neat that he could just see the dweeb and her mom standing there with rulers before they put in a single nail because they were both _weird._

But as bad as that was, the actual photographs were so much worse.

There were a few of the dweeb and her mom and dad that he just glanced at because they were even more snoresville than the ones she had in her bedroom. At least _those_ were from places that fun might have heard of. The first one he saw was just the dweeb and her mom standing there wearing the same dresses and his uncle in the same suit that he saw at Christmas. The whole line down the stairs looked just like that, except the Dweeb kept getting shorter and shorter until the one at the bottom of the stairs had Aunt Natalie was holding a baby in her arms that he only knew was the dweeb because of the bright red hair that was sticking out from under a pink hat that had Christmas trees on it.

His aunt and uncle looked so tired in that one, but their smiles were still huge even if he couldn't imagine his aunt and uncle wearing the clothes that they were in that one now. They looked too _normal._ His uncle wasn't even wearing a suit, just a green shirt that had a collar and khakis and his aunt was wearing a dress that looked like it came out of a catalog and the only jewelry was the wedding ring around his aunt's finger.

The rest were a mix of all the pictures of the dweeb getting awards that Ben knew his aunt would have hanging _somewhere_ mixed in with newspaper clippings that had pictures of his uncle with headlines like **WINS** and **SUCCESSFULLY** with so many more words around and under them that Ben didn't even glance at.

If that was it, they would have stayed blurs even with the feel of a girl's hand wrapped around his, but it wasn't.

"What are _these -_?" Ben growled as he stared at the pictures of _him_ that were mixed in with all the others. There weren't many, and almost all of them were the ones from school where he always looked like a _dork_ because them made him brush his hair first and smile like a _moron,_ but there was one of him in his baseball uniform from last year that was hanging right in the middle of the wall between the Dweeb holding up a gold trophy as she stood there in her sparkling bathing suit and another of her next to a science fair project getting handed a blue ribbon.

He wasn't getting an award like she was. His team never did _that_ good, and his aunt sure didn't hang it up because of how good he looked. Not when everything his shirt was a mess of grass and sweat stains and everything from his knees down on his pants was stained brown because he had to slide into home.

After he hit his first home run. His dad took it right after, and it was the only photo that he didn't need anyone telling him that he had to smile for and here it was, hanging with all the pictures of the dweeb and her parents looking their best. He stopped so fast when he saw his grin that Gwen didn't and the sudden tug on his arm that almost sent them both tumbling down the stairs. It would have _hurt,_ but it still wouldn't have matched the shock he felt or heard in his voice as he finished, "What's _that_ doing here?"

"I know, right? Look at you! I look so good and you're _filthy!_ I tried to say something," Gwen said as she spun around and the surprise melted from her face. She said it in a singsong voice that made it so clear that she was lying about that as she bounced on her toes, "but mom always hangs up your pictures the second Aunt Sandra sends them over anyway."

"Why?!" Ben said as he stared at her.

"Why do you think, you Doofus?" He didn't know, and she didn't give him a chance to think before she squeezed his hand and thinking about anything else became _impossible._ At least until she gave him a squinty-eyed look that made his stomach flop and his hand sweat because she was too _smart,_ smart enough to know that he was _sick_ and -

"Okay," Gwen sighed instead of screamed like she should have and she spun around on her step and started pulling him down them again. "Your brain is shutting down because we didn't eat yesterday and I'm _not_ teaching you pre-algebra again! So move - "

Which was as far as she got before it was her turn to stop dead in her tracks. Stop dead and stare at one of the pictures on the wall, the one at the very bottom of the staircase, just under the one of her as a baby, as she _finally_ let his hand slip free so she could press both of hers to her mouth.

Ben should have cheered at being free and waved his hand back and forth just to get her cooties off, not missed the feel of her hand. Not that it mattered, not as much as how the little noise the girl made as she stared at the picture. "What is it?" Ben asked, because looking at is _so_ didn't help. It wasn't even of anything! It was just white and black splotches that kind of looked like the posters that everyone said had shapes hiding in them, but he knew that was all junk because he never saw anything. "I thought it was just my mom who picked out ugly - "

"It's an ultrasound," Gwen whispered like that explained anything, her voice so small as he watched a tear run down her cheek as she reached out to touch the picture. "It's _Kenny_."

His heart stopped at the sight just like it had yesterday, because she didn't do _that!_ His dweeb didn't _cry!_ He didn't… "You're not going to start crying again, are you?" The words burst out before he could even think about them and by the time he heard them, so did _she._

Gwen spun on the landing and glared up at him even as her hand darted from the frame to her eyes. "So not!"

"Good!" Ben shouted right back even as he reached for the back of his head and looked down at his dirty sneakers because they were so much better than seeing her eyes and all the hurt there. He didn't think about the next words he said either, and they were so much worse. "Good, 'cause I hate it when you do."

He sounded like such a _wuss_ as he whispered it that he was sure that she'd laugh. She _should._

Laugh, not tackle him. Not almost make him trip on the stairs as she wrapped her arms around him and hugged him tight. If he wasn't as awesome as he was they both would have gone down in a tumble and he had to grab for her anyway just so that they wouldn't. "What are you _doing?!"_ Ben shouted into her shoulder as she pressed head against his and she didn't even have to lean down for once because he was finally _taller_ than her!

"I should talk to you on the stairs more often!" Ben cackled because he couldn't help it. It was so worth the smack he knew was coming, except it didn't.

Gwen just let out a breathy giggle that felt so weird while she was pressed against him. "Doofus!" Gwen said as she finally pulled away and took his hand again. "King of the Doofuses!" She declared with a cackle of her own, but she didn't look mad at all as she pulled him around the corner and into the hall down there. The hall that smelled so good with bacon that it should have been all that he was thinking about.

Not her hand or how it was squeezing his, or the way she touched her hair again even as she grinned back at him and pulled him to the kitchen. So _weird!_ Why were girls so _weird?!_

Why was _he?_ What was _wrong_ with him?

If he was paying attention to _any_ of the things he should have been - he didn't even hear the bacon sizzling and he was sure that was _impossible_ until now - he would have heard the whispers and known that the kitchen was full before the Dweeb stopped and he ran into her again _._

He would have known before his mom looked up from the pan on the stove and gasped, before her mormor - and why couldn't she just say Grandma? His dweeb _always_ had to do things the hard way! - spun around and her hand stopped mixing whatever it was in the bowl she had in her arms. Before his dad and hers and her grandfather all turned from where they were standing by the fridge, before they all went quiet. Before they all just _stared._

He would have known before Gwen asked, "What's going on?" Her voice slow and calm as she took a step back and he started to pull her behind him because that's what heroes _did._

He would have known before her dad - who looked so tired - reached up for his glasses and said, "Pumpkin, Ben… We - we have something..." He started, and after that it was just an avalanche of voices as they all started talking all at once and nothing they said made any _sense._

"Yesterday was so hard - "

"- doesn't have anything - "

" - wanted us to tell you - "

" - been doing this for as long as - "

" - just needs some time - "

An avalanche missing the one man who _should_ have been there, who was there yesterday and promised that he always would be.

"Ben!" The only voice that was there that mattered called out as he let her hand slip out of his, but he ignored his dweeb as he turned and ran for the front door. The voices followed as he dashed through the living room so fast that was sure that even his stupid human body could have gone right through it if it wasn't so thick. He wished he had, the locks slowed him down way too much before he yanked the stupid thing open.

"Grandpa?" Ben asked in a hoarse whisper as he stared out across the lawn at where the Rustbucket had been just yesterday, where it still should have been. "Grandpa?!" he shouted as he stepped through the door and his head darted to the right because it wouldn't be the first time that the man parked around the corner just for a joke. "You got me again, Grandpa! Ha ha! Keep it up and - and - "

But he wasn't there.

"Ben!" The dweeb shouted from somewhere close behind as he stared at the dents in the grass that the RV had left behind and that was the only warning he got before she was just _there._

Ben barely even noticed even after she grabbed onto his arm as he fished the phone out of his pocket and flipped it open. "Is he…?" The dweeb asked as he jammed his thumb down on the 2 button and she pressed in close, close enough that he turned the phone so they could both listen to it ring and ring and ring until there was a click.

"Grandpa!" Ben shouted and grinned as she dug her fingers into his arm and bounced on her toes. They both faded when they heard _her_ voice come out of the speaker. " _Just start talking, Grandpa,"_ the scratchy sound of her laugh filled the air between them.

" _Are you sure?"_ Grandpa asked, his voice just as recorded. " _Okay. This is Max. I can't come to the phone right now, but - "_

Somehow Ben didn't scream or break his finger as he jammed it down on the off button before he reached up. Somehow Gwen slapped her hand over the Omnitrix symbol just over the buttons before he could jam his thumb down. "That's just for emergencies!" She said, her voice a low hiss because he could _hear_ the footsteps behind them.

"Grandpa's kicking bad guy butt alone!" He hissed right back and she went pale and wide eyed. She stared and worried at her lip for just a second before she nodded and pulled her hand back. His phone didn't do a thing as he jabbed the symbol twice, but if Greymatter knew what he was doing - and the little guy _always_ knew what he was doing - then there were two phones in the Rustbucket that had sirens blaring that sounded just like the RV's horn blaring right now.

Grandpa gave him such a dirty look when he tested it for the first time - mainly because Ben didn't warn him first because that was funnier, but the whole thing was the man's idea - and the look didn't go _anywhere_ as he made Ben, made both of them promise that they'd only...

But if Grandpa disappearing wasn't an emergency, what was?

This time there wasn't any ringing, there was just the echo of a horn between them as they pressed so close together that his cheek and ear smushed against hers as her hand wrapped around his again. They listened together for anything but his dad coughing behind them and saying, "I already tried, Ben. He's not - "

" _Ben?! Gwen?!"_ Grandpa's voice shouted out from the phone with an edge that Ben had never heard before. Not even when things were blowing up all around them. " _What happened? Did - ?"_

"Grandpa!" Ben shouted at the same time as the dweeb did, and for once it didn't matter even as their words and questions overlapped. "Where are you? What's going on? Do you need - ?"

" _I'm fine, you two,"_ Grandpa said, and the words cooled. " _I told you that you were only supposed to sound the alert when there was_ trouble, _Ben."_

Ben sucked in a breath at that. "Grandpa… I - I know, but..." There was a silence after that as Ben tried to think of a reason or a joke or _something_ that would have made things better, or at least gotten Grandpa mad at someone else. "It was all the - !" He started and stopped because he couldn't do that to her. Not today.

Maybe tomorrow.

Or maybe not, not even after the dweeb smacked his arm and shot him a look. A look that died as something that sounded like thunder filled the phone. Thunder and the sound of someone shouting and someone else let out a snort of laughter and only one of them sounded the least bit familiar, but Ben didn't know who it was. "Grandpa? What was that? Are you -?" Gwen broke in and she almost yanked the phone away from Ben's ear before he caught her hand with his left and held it in place so he could still hear even as she gave him another look. One that made him nod even as he reached for the watch. "Where are you? We can be there in - "

" _I'm fine,"_ Grandpa said even though it was such a _lie_ because if he was really fine then he wouldn't sound like _that._ Grandpa _always_ sounded like he was about to burst out laughing, especially when things got bad, not like _this._ Not like _nothing._ " _I know what you're thinking, Ben. Stay there, and make sure he does, Pumpkin."_

"I - " Gwen sucked in a breath at that.

And so did Grandpa. His next words lost the chuckle that was almost always in his voice. " _I'll be back as soon as I can, you two, but… but there's something I need to do first. I'm sorry, but we're going to have to put summer on hold for a while. I'm mailing back all your stuff and - "_

"I don't care about my stuff!" Ben snapped into the phone.

Gwen took over in the very next breath. "Just tell us what's going on!"

"It's our job to - " Ben tried to finish.

" _Your only job is to look out for each other and enjoy the summer!"_ Grandpa said, and there wasn't anything but exhaustion in his voice now. So much that he didn't even sound like Grandpa. " _I just need some time after yesterday and I'll be home as soon as I can."_ There wasn't anything after that but a click.

A click and a soft, "He answered?" From behind the.

"Daddy?" Gwen asked as she turned and looked over their shoulders at him while Ben just stared down at the flip phone that was cupped in their hands, at the thing that was still humming because the man who _promised.._.

"No."

"It's okay, Ben," his mom said as she took a step forward, and she sounded so kind and worried and -

And it was just _noise._ So were all the other murmurs he could hear behind them as everyone came out to _watch_ because they cared so _much._ His family and hers and… and he was _stuck_ with them because Grandpa - Grandpa...

Too much noise.

Noise that only got louder as he just _ran_.

Ran across the lawn, through the spot where the Rustbucket _should_ have been and down the street as the noise got louder behind him and he didn't _care_. He just raced by the house next to hers with their white fences and trees and bushes that were all the _same_ and then another as he reached for the watch.

Ben heard Grandpa's voice in his head as he pushed the button and the dial sprang up against his palm. Grandpa's and his _parents_ and _teachers._ He heard all the don'ts and all the rules he was _supposed_ to follow and he didn't _care_ anymore. The only thing that kept him from slamming the watch face down right in front of everyone was that he needed the right alien and his heart was pounding too hard for him to hear the beeps so he could count them.

It was pounding too hard for him to hear the sneakers smacking the pavement right behind him, too, until he felt a hand grab his arm and he spun his head as a _furious_ dweeb raced along next to him. He was _sure_ she was going to make him stop, but she just glared ahead at the house at the end of the block, one that was full of bushes and trees instead of fences and nothing. "This way!" She said, her words a hiss as she ran faster.

He always forgot how fast she was when she wanted to be and he just ran faster so he could keep up, even if they were both puffing for breath and half bent over as they dashed into the yard and she pulled him behind a bush that was almost as tall as they were. He waited for all the words that were coming, all the reasons he just _had_ to stay here and stay Ben and he wasn't going to give her the chance. "I don't _care!"_

Not when he could already hear the Walrus bellowing their names down the street, "Ben, Gwen! Get back here!"

Even if today had been a good one, he still would have reached for the watch when he heard that, even if he could hear his mom yelling at the man, her voice just a touch softer. If today had been a good one, the dweeb would have smacked him by now, too. She always _exploded_ when she held it in and her face got that red. He was almost right because the Dweeb did just that not a second later.

Just not at him.

Gwen stepped out from behind the bush and screamed at the people that Ben couldn't see but knew were there. She was so mad that she _shook_ as she shouted, "Leave him alone! You're not _helping!"_

If _he_ was the one who shouted like that the why wouldn't have mattered and it wouldn't have solved a _thing_ , but it wasn't. Even with the plant in the way he heard the running and the talking stop dead in their tracks. Even his. He stared at the girl as she slipped back behind the trees. At least he got to see the impossible before she killed him. The dweeb _yelled_ at her dad? At her grandparents?

His stomach twisted because nothing was right, especially not her eyes flickering down at the watch as she growled. "What are you waiting for, Doofus? An invitation?"

For just a second he pictured her handing him one. One that she made herself with handwriting so fancy that he could barely make out the words like on all her birthday invites and he laughed because at least that was normal.

So was the flash of green light and the blue, black and red blur as XLR8 raced out of there and left their families in the dust.

\- o - o - o - o - o -

They were halfway across Bellwood before she shifted in his arms and leaned in close to the hole by his jaw where the alien dinosaur's ear was, and he still had to slow down to hear what she was saying over the wind. " - n't just run around, Ben! We need a plan!"

Ben ground the alien's needle teeth together because planning was the last thing he wanted to do. That or think or anything else. He just wanted to _run._

No. He wanted to find Grandpa and _make_ things go back to normal and to do that…

To do that, he had to listen to the girl in his arms. Like always.

But that didn't mean he couldn't have a little fun, or enjoy her shriek and the way she clung to his neck as he raced them up the side of the tallest building in Bellwood. The one that liked to pretend that it was a skyscraper even though he'd been in New York and Chicago and _knew_ that it so wasn't, but it was just tall enough that he could see the ocean and the big ships that were sailing across it when they reached the top and he stopped in a storm of gravel.

Not that he paid any attention to _that._ Not when the dweeb kicked until he let her slip out of his arms. Not when the dweeb's face was just the shade of red he loved as her hands went to her windblown hair and tried to shove it back into place before she smacked his arm. Hard. "What was _that!_ I thought you were just going to - !" Ben felt XLR8's thin lips pull tight around his fangs as he grinned under his wind-mask as he listened to her yell at him and it was…

It was almost as good as it was when she spent the whole karate tournament glaring at him. Some part of him wanted to ignore her just like he had a week ago, because she started out just this red when he said she didn't like karate. If he did, he knew that she'd be crossing her arms in a minute. If he got her a chair she'd cross her legs, too. Five minutes after that she'd be kicking her foot and after that…

After that they'd be screaming at each other again and it wasn't worth it. Not now, and not when he got a smoothie bath a week ago or after everything yesterday. Still, if it wasn't for that, if she just glared at him…

At him and not the beach just forty floors down and a mile away or at the best karate in the world - karate she _loved_ \- as it happened right in front of them. He didn't even know why it made him grin, but it did.

"I thought we'd start somewhere high up," Ben said into the face of her rant as he made a show of looking over the railing and down the side. They weren't anywhere near high enough that it made the cars look like toys, but smallish dogs was almost as good and it should have made the Rustbucket stand out just as well if it was _anywhere_ close.

It didn't.

"Yeah right. You just wanted to hear me scream,"Gwen sniffed even as she came over and leaned on the railing with him. She was quiet for a long time after that - like maybe even a whole _minute_ \- as she helped him look before she sighed, "He's not here, Ben."

XLR8's tail swished a little faster, but somehow Ben kept the growl out of his voice as he said, "Duh. I'm just trying to get the lay of the land before we go find him." He said the words that he still didn't really get, but Grandpa always said them and…

And he was…

"It's not going to work, Ben."

If she'd shouted that he could have just ignored it, but she didn't. That was what made him spin around so fast that his tail slapped the railing and he kicked up more of the gravel that covered the roof. "Why not?!" Ben hissed. "Between the watch and your voodoo we'll have Grandpa back before the bacon's - "

The dweeb just stared at him for another heartbeat before her face fell and her arms wrapped around her middle. "I don't have my spellbook," she said and she sounded _miserable_ again. "I left it in…"

Ben closed his eyes as he remembered how she charged out of the Rustbucket yesterday. She didn't even put on her _shoes,_ of course she didn't… He swallowed down the same sick he felt when he heard her run for her front door. He tried to catch her, but he got tangled in his seatbelt and then Grandpa made him _wait._ Like her parents were going to do anything that _helped._ Like he... "Then - then you can hold the map while we - "

"Ben…"

Why did she keep saying his name like that?! "What?!"

He watched the girl take a huge breath before she nodded and me his eyes again. "I have all sorts of maps in my desk and we can get them and out before anyone even notices. Where do we start?"

"I - " Ben started and stared at her as she stared right back with huge eyes and the glimmer of a smile like he _knew._ She was hoping that he thought of something that she hadn't and that…

That was _impossible._

"We… I don't know, we could start at that old Plumber's base and - "

"Good idea! Getting to the park is _easy!_ We can find a map for that anywhere!" Gwen nodded as she hurried up and wrapped her arm around his shoulders again and he scooped her up without even thinking about it because this should -

"You remember how to get in, right?"

"I… You don't?" Ben whispered as he just stood there. He felt his mouth go dry as he stared at hers and watched her grin die because of course she didn't. He'd been there four times and _he_ didn't have a clue. Not when Grandpa always took him there at night and never went the same way twice. "And - and we've been to his friends, we could…"

Gwen nodded at him as she slipped and arm off of his shoulder and reached for her pockets before she made a face and caught herself. "Come on. We'll have to be quiet, but you can write down their addresses while I get the maps and I'll figure out the quickest way - "

"I - " Ben tried and tried and he kind of remembered where all the old guys that Grandpa made them meet instead of going somewhere fun last summer lived. Kind of, but he never really paid attention to anything as dumb as their _addresses_. Why would he? They were _geezers_.

Gwen just stared at him with her huge green eyes until his stomach twisted and his mind raced. "Then… then we'll get a map from one of those tourists centers! They always list the RV parks and Grandpa - !" Grandpa made them learn how to read the maps just like he did everything else. They were even pretty good at it now. Except for in Boston, he still didn't have a _clue_ what happened there or how they got so lost.

"That's not going to work, Ben…" the dweeb said again and it was too much.

"Why _not_?! It'll work, you know how fast XLR8 is! We could have everything around here checked in an hour, hour and a half _easy_ even with the Watch recharging _!_ It's the Rustbucket, it's not like - "

"It's the _Rustbucket_ , Ben. Grandpa could be…"

Anywhere. She didn't even have to say it. She let the rest of that just die off as she turned around and why wasn't she _mad?_ He could _deal_ with that! He… he let his eyes drop because it was so much easier than looking at hers when they were this big.

"It's - We - " Ben shook his head and set the round thing on XLR8's feet because he had to _try._

She was faster, she was always faster. She pulled him close and hugged him tight as her voice was soft like he was a _baby_. "He left, Ben. He - "

"He wouldn't!" Ben shouted at her as he pulled away and he was so glad that he was XLR8 right now as his eyelids flickered, all three of them, because he knew what that meant and if he was human… "He's _Grandpa!_ He - he needs us! He's probably out their kicking bad guy butt right now and he just - !"

Just forgot them. Just left. "He didn't even say goodbye…"

"I know," the dweeb said, and she sounded so close to the edge again as she reached for and squeezed his hand and it was just too _much._

"He - !" Ben shouted as he yanked his hand free and spun around so hard and fast that his tail swept up a wave of gravel and flung the rocks across the roof. "It's isn't _fair!_ We didn't do - " And that was why he left, wasn't it? He had the watch and she had magic and it _still_ wasn't… They still couldn't save… "It isn't - ! It's not _FAIR!_ "

He wanted to rage and run and scream, but he settled for kicking at the gravel with the disk things that were a part of XLR8's feet over and over again until his legs ached and his lungs burned and he just collapsed. His legs folded funny in this body, but he still hugged his knees close as his face mask pulled up and panted for air that tasted like dust.

The gravel crunched behind him - the only gravel he didn't rage at because she was there - and he braced himself, but Gwen just sat down next to him and leaned against him. After a second he felt her arm wrap around his back. He stared at the mess he made and the little shack with a door in it that he was sure security would be charging through in a minute if all the honking he heard below meant anything. "This is where you're supposed to yell."

"Duh," the dweeb breathed at him. "You didn't leave me any rocks."

The air was so dirty that he almost spat as he sucked in another breath, and he almost spat it on _her_ as he turned his head and shoved away. "Why aren't you - ! It's _GRANDPA! Don't you even - !"_ That was as far as he got before her face turned red and her lip shook. That was all it took before he shoved his clawed hand over his eyes. "I - I - sorry. I know that - " When she still didn't say anything, when he felt her hand on his arm again he couldn't help asking, "Why aren't you _yelling?"_

"Would it help if I did?"

The "no," he let out sounded so miserable, but it was all he had left.

"Well, then why do you think?" She asked before she let out a noise that was almost as miserable as his no as she sat down next to him again. "And because a doofus didn't when I _yelled_ at him yesterday."

"He sounds like an _idiot,"_ Ben laughed because he wouldn't have yelled at her for anything. Not yesterday, not even if she tore up his gold Sumo Slammer card right in front of him.

"You have no idea," she laughed, or she made a sound that might have been a laugh anyway, "but I don't know what I would have done without him."

Those words should have made him feel a thousand feet tall, but they didn't. "I can't believe he just..."

"I know," Gwen whispered as she slipped her arm around him and he _let_ her. He just wished… He wished that she didn't say what she did next, because he knew it was _true_ even if she couldn't put it in words. Not really. "It's Grandpa, Ben. We can't… He - He didn't even say _goodbye._ "

He nodded anyway as he sank deeper into his arms and muttered."This summer _sucks_."

"Yeah," Gwen said as she pulled up her knees and leaned closer as he wrapped an alien arm around her and they just stared at the railing and the city beyond it that they were _stuck_ in. "We only got to see the second biggest hairball in the world this time. What a bust."

"Stop it!" Ben said as she forced another laugh out of him. " _I'm_ the funny one."

"You keep telling yourself that, Doofus," the Dweeb said with a titter of laughter that he felt in his hip as she pressed against him.

Wait, what? "What's in your pocket?"

Gwen made a sour face as she reached between them and pulled out his phone. His vibrating phone. If this was a cartoon, then there would be bad guy butt to kick and Grandpa's to save and a summer that would be -

"It's your mom," the dweeb said before his hopes could even reach the launching pad. She didn't even flip the thing open, she just _knew._ "And mine. And my dad and yours. I'm sure that Mormor and Morfar would be calling, too, if they knew your number. They've been calling since we left."

"Oh," Ben said as he leaned his chin against his knee.

The dweeb just nodded as she shoved the phone back in her pocket. "Yeah."

"We didn't even get to kick any bad guy butt, not really," he moaned into his arms as the phone kept buzzing. Now that he knew it was there, it was the only thing he could hear. Not that it mattered.

"Except for Animo and the Poodle and all those gangs and that guy who could - " the dweeb listed off as she held up a finger for each one.

"Please, those were all _easy,"_ Ben said because they were and even though they weren't. "I wanted a _challenge_ this year. One that showed off my mad Fu skills. Really save the world, or maybe a city or _something._ "

There was another silent moment at that before she elbowed him. "You saved me yesterday and you didn't need the watch to do it. Or your mad Fu, you _dork._ "

Ben didn't know how. He didn't even know what he _did -_ it wasn't like he _fixed_ anything - but she smiled at him like he did anyway and… and… "I _guess,"_ he said with a roll of his eyes, but he pulled his lips back in a smile anyway.

"My hero," Gwen said as she rolled her eyes right back and her tone should have been the start of another fight, and maybe it would have been if she didn't put her head on his shoulder as she said it.

" _Fine,"_ he huffed out as he leaned back against her and wished he was Ben. "I guess saving my dweeb counts."

"Your dweeb?!"

His heart stopped as he realized what he said and she pushed away so she could glare and he said the only thing he could think of. "Duh."

"Whatever. Your dweeb, please," she muttered as she shook her head. Then put her head back on his shoulder and he wasn't sure, but he thought he saw her _smile_ as she did. Or she did before she let out a sigh and poked at the watch with her hand. "One minute."

Ben wanted to deny it, but they'd both gotten too good at timing the watch as long as it wasn't being _weird._ "Aw man… Do we have to?" He asked her even as they stood up and his face mask slid back in place. He looked through the visor at the world all around them; at the beach and the mountains and all the roads that went somewhere else.

Somewhere besides _home_ and the parents that drove them both _crazy_ even when Grandpa was here.

Gwen looked, too, as she wrapped her arms around his neck. She looked at all the places that should have been seeing before she sighed and poked his chest again. "I'm not thrilled about it either, but we're in enough trouble as it is, Ben. Listen to your Dweeb, you doofus."

"Whatever," Ben groaned as he picked her up because he could have taken them down any road in the world. They could have found Grandpa and kicked bad guy butt, but they went home instead.

\- o - o - o - o - o -

They almost made it, too.

At least XLR8 got them over her fence before the last beep, and the grass was nice and soft as they tumbled into it. Nice and soft and so much fun to watch her spit out of her mouth as she pushed herself up and glared at him. Ben couldn't help his laugh or his crowed, "Thank you for flying XLR8 airlines with nonstop service to your back door

"Non-stop's the problem, you dummy!" Gwen yelled without heat as she pushed herself back up on her butt before she pushed _him._ "I didn't even get pretzels!"

"Pretzels cost extra," Ben groaned out as he pushed himself up because everything _hurt._ He'd gotten better at landings since he started Karate, but there was only so much that even the Sensei could do about that kind of stop, especially since he was trying to keep her from taking the worst of it and having a big stone charm in his pocket _so_ didn't help. At least he wasn't seeing double dweebs when he looked at her this time. .

He just wished he didn't see the back door come flying open either, or his aunt came barreling out a second later with a cell phone shoved against her ear. "Hold on, Frank, I thought - " the woman started as she stood there on the deck in a light purple robe and with an arm wrapped tight around her stomach.

It took Aunt Natalie almost a whole ten seconds to spot them, ten seconds that they could have used to disappear in. They'd done it before when bad guys were chasing them, but the Dweeb never froze when guys with guns were chasing them like she did as her mom's blue eyes scanned the backyard.

Neither did Ben, but his wore off the second the woman gasped and shouted, "They're here, Frank! They're in the backyard! Call everyone!" Then she just dropped the phone and hurried over.

Hurried as fast as she could anyway. Ben was so much faster and back to his feet the second that his brain started again. The dweeb didn't even _move._ She just stayed there on her butt and went pale as she stared. Ben moved to grab her, to pull her up and after him even as he cursed the watch that was still recharging because it always picked the _worst_ times because it _hated_ him!

But he couldn't let that stop him, not when his aunt was - well, not charging, but shuffling fast and it was Aunt Natalie and it _so_ didn't matter. He grabbed for the dweeb's arms anyway because he had to _try_ and then the bomb went off.

Not the one with words that Ben was _sure_ that the woman was building up to. His aunt didn't make a sound as she grabbed them both up and pulled them to her instead. Then she did, a single soft sob.

That was all it took. "Mom!"

"Aunt Natalie!" Ben shouted as he tried to pull away because his aunt didn't… Not any more than his dweeb.

"Are you okay?!" Gwen shouted and she sounded just as freaked as she pulled away, too, but her eyes stayed glued on her mom as she looked for _anything_ wrong before she turned and locked her eyes on him. "Ben!"

That was all she had to say. Ben just nodded as he reached for the watch that _still_ wasn't ready and the phone that should have been if it was in his pocket before he just nodded and spun for the porch and the phone his aunt had dropped. "On it!"

"What are you two… I'm okay!" Aunt Natalie said from out of nowhere in a wheeze before she straightened up. "I'm just - "

"Save your breath, mom!" Gwen said as she yelled at her mom for the first time _ever_ even as her breath came in short gasps. "Ben!"

" _Gwendolyn Rose Tennyson!_ " Her mom's voice filled the back yard and echoed like magic and it froze them both in their tracks as the woman shoved herself back up. She looked so pale and sweaty under her red hair, but her blue eyes _dared_ them to disagree. "Listen to your mother, I'm _fine!"_

"But…" Gwen said, and Ben never heard her sound so small or look as pale as she did as she looked at her mom.

Or shake as hard as she did when her mom pulled her in close and hugged her hard. "I'm not made out of _glass_ , Gwen," the woman whispered into his dweeb's ear. "The doctor told me not to run after, but…Shh, shh, I'm okay."

Ben just stared at them both as they knelt there in the grass, his stomach a knot as he eased his way to the dropped phone. He made it almost three whole steps before the eye he was sure his aunt had in the back of her head saw him. "Benjamin Kirby!"

His name didn't echo, but it still froze Ben's blood. "Awww, man." The sight of the woman straightening up and hobbling over to him so didn't help. Neither did the wide eyed look Gwen was giving him because he couldn't tell if Aunt Natalie had an arm around her shoulders because she needed help standing up or just to keep the dweeb from escaping as she pulled the girl along with, but he knew his aunt.

That was why her yelling wasn't a surprise. "What were you _thinking,_ young man? Running off like that?" The woman ranted with every step, her blue eyes a hurricane as they burned into Ben and he actually took a step back before her scowl got deeper and the boy who faced down monsters just froze and swallowed hard. Not even _Kevin_ had anything on the dweeb's mom. "I should - !" The woman started as got right in Ben's face.

Then she wrapped her free arm around him and hugged him - hugged _them_ close again. "You two scared me to _death_ ," she whispered into Ben's ear and all the fight just left him as he felt her shake. "You scared all of us."

That's okay, guilt took its place. Guilt because he could see how tired she was with her every move. He saw it yesterday, too, and here she was… "Why isn't dad out here yelling?" Ben asked into her shoulder as he tried to find an out that wouldn't hurt the woman. An out for him and his dweeb as he looked down at the watch and it's red face and his parents were always an easy touch. Way easier than…

"Why do you think, Ben?" His aunt asked as she pulled away so she could glare at him, and she almost sounded like herself when she did. "He's out looking for _you._ They all are. I would be, too, but someone had to stay here in case you two came back and..." And she didn't have to say the rest. One look at her was enough.

"They are?" Ben asked because that was almost as unbelievable as thinking that the woman in front of him, the one who looked so ready to fall over, would…

But it was Aunt Natalie. She would have done it just to prove she could. Just like his Dweeb. The dweeb who looked so pale as she stared up at her mom until her mom turned and stared right back. Ben sucked in a breath at the sight of her. "I… The dweeb just came with me to keep me out of trouble, Aunt Natalie. It's all my fault. Don't blame - "

That was what made his dweeb look at him instead. She looked so shocked that he almost grinned. He almost thought he shocked the words right out of her until she shook her head. "No, he didn't! I just… I had to get out of here, too, mom! Don't yell at - "

"Yell?" Aunt Natalie asked and her brow creased as she looked at them both. "Blame? Why would I - I'm not _mad_ at you! Either of you! Why would you - ?" The woman sucked in a breath and closed her eyes for just a second. "Of course. What else would you think?" When she opened them again, she just looked sad. "I'm not mad at you, Ben. Or you, Silly Bean. Do you really think that you're the first Tennysons who have stormed out of this house because Dad - ?"

Maybe she meant well, but Ben shoved his way out from under her arm anyway. "Grandpa didn't - !"

"Ben!" Gwen shouted at him as her eyes shot back up to her mom.

Who went a little more pale after his shove . "Aunt Natalie, I'm - !" Ben tried as his stomach twisted over and over again.

"I'm _fine,_ Ben," Aunt Natalie repeated to him and pressed a kiss into the Dweeb's hair. "He didn't do anything wrong either, Ben. It's not your Grandpa's fault that he…" The woman took a breath then. "I don't know… We never told you, we never wanted you to worry, but your Grandpa flew in a war and… And ever since then there have been times that he just needed to get away. It isn't anyone's fault." She looked so sincere just like all adults did, but the woman didn't meet his eyes and Ben _knew_ what that meant.

He knew and he swallowed hard as his eyes went to his sneakers. The ones he always left everywhere with his dirty socks even though Grandpa always…

If he'd been better. A better hero, a better kid. If he just _listened_ then maybe…

That was as far as he got before he felt an arm wrap around him again and pull him close even though he was eleven and a man because his dad said so and men didn't bury their face in their aunt's shoulder or feel their eyes burn when they did. "All you Tennysons are the same. You're all menaces," his aunt whispered to him, "and you all think that you have to save the world."

There was a little wet laugh to Ben's right at that, and this time it didn't feel gross as all when the Dweeb found his hand and squeezed it. "Someone's gotta," Ben said into the smooth material of his aunt's robe and when he felt her lips press into his hair he just let her. He was too tired to do anything else and besides, he'd forgotten how good the woman's hugs were.

Between her mom and his, no wonder the dweeb's felt so good.

"It's not your _fault,_ " the woman said again Then she sucked in a breath as she choked on the next words. "It's _mine._ I know that I ruined your - "

"Mom!" The dweeb shouted out as her hand slipped from Ben's and it didn't matter.

Not when Ben felt it wrap around her mom or when he let her pull him into the hug, too as he shouted, "You didn't!"

"No?" Aunt Natalie asked, and she sounded so tired and sad for a second before a little of his aunt came back. "But… but I still… There's still plenty of things around Bellwood that you two can do. I'll talk to your mom, Ben, and if she can't take you then… And you can always come over here. You know - I hope you know that you're always welcome and we have plenty of fun here."

Ben didn't, but he couldn't say that. "It's summer, Aunt Natalie. I'm not learning nothing."

The stereo sighs he got from that were worth the world.

"We'll see about that, Ben," his aunt promised. Then she pulled away and gave him another look. "Just… don't run off like that again. And don't be mad at your Grandpa either. It's not his fault. He'll be back before you know it, and you have that to remember him by until he is." Ben looked down at the Omnitrix as his aunt brushed her hand over it before she squeezed his hand and looked up. "Your mom and dad were talking about going home tonight, but they always have a fireworks show on the Fourth of July in the park and we can see everything from back here. If you wanted to stay…"

Ben just nodded and his aunt smiled a wane smile as she took them both by the arm and pulled them both inside even as her steps got smaller and smaller, but she didn't stop until they got to the kitchen bar and she all but pushed them onto the stools. Even in a robe and with her face pale there wasn't any arguing with her as she ordered, "You two stay _here_ until everyone gets back. I have to - What did I just _say_?"

"But - "

"No buts but yours and that stool, Gwendolyn," her mom said. "I love you both, but I can find a place to sit without you two helping."

Maybe she could, but she only made it two more steps before Ben _had_ to say something. "Aunt Natalie! I'm sorry!"

The woman didn't turn around, but she didn't have to for him to see her shake her head. "I told you, I'm not mad, Ben. You don't have to - "

"Not for that!" Ben cut her off because he had to say it before he lost his nerve because maybe the dweeb was right, she usually was. Maybe there wasn't anything he could have done even if he'd _known_ , but he should have _tried._ That's what heroes _did._ "I'm sorry about… Kenny would have been…"

His aunt didn't say another word and neither did he. He couldn't, not when she proved that she could go for a hug every bit as fast as his mom could and she hugged the air out of him. He hoped he said the right thing and was so sure that he had messed it all up when he felt something wet hit his hair right before she pressed a kiss into it. "My little heroes. Thank you, Ben."

His aunt turned away at that, and Ben saw her wipe her eyes as she made her way to the couch. He might have followed her anyway because heroes did that, too, if the dweeb didn't pick that second to tackle him again. Tackle him and kiss his cheek before he blushed red and shoved her away with a "Get off!"

The dweeb just laughed at that as she rocked back a couple of steps, but that was all as she sank back down onto her stool. Then her hand was against her eyes  again even as she grinned at him and said, "Mom's right, Doofus. There's plenty of things we can do around here until Grandpa gets back. Plenty of things that I always wanted to do," just soft enough that her mom didn't hear her saying that.

"Like what?" Ben bit out because this was _Bellwood_ and nothing ever happened here _._ "And if you even _think_ the words Learning Camp..."

Not that his Dweeb ever backed down from a challenge. He could see her mind spin up to speed as that little crease appeared in the middle of her brow. "I wish! But that's been full for… but… but… There's still plenty of stuff! There's paintball and the lakes and we can go shopping and - !"

"Girls!" Ben shuddered at the last thing she said as he glared at her. "I am _not_ spending my summer watching you try on clothes!"

"We can do something else, too!" The dweeb said, and then her eyes lit up. "There's an arcade at the mall by me and if you go shopping with me then I'll- "

Beating her was always so much fun, but "Nope. Not good enough."

"Oh, come on!" Gwen said as she gave him _the_ look. The one her dad always crumpled at and Grandpa could barely resist, but Ben knew he was made of sterner stuff.

Besides, getting out of things he didn't want to do was what he did best! Best of all, she gave him all the ammunition he needed last year. "The _only_ way I'd go shopping with _you_ is if I get to pick out something that you _have_ to try on even if it's _ugly._ And I mean Animo _ugly_ and it's _gonna_ be!" The words were a dare and one he was sure that she'd never meet. Not after the way she freaked out whenever Grandpa tried to help her pick out clothes last year and when her not Grandpa grandpa told her she should wear a dress. And she _knew_ him. He'd pick out stuff worse than either of _them._

All that was left was watching her _fume_ because he _won_ and she _knew -_ "Okay!"

"Wait, what?!" Ben said as he felt his mouth drop.

She just grinned and kicked at her stool. "One outfit."

"Per trip!" Ben scrambled.

And her grin just got bigger. "I already said _yes,_ Ben! You can stop now!"

She was _evil!_ Pure _evil!_ "And I get to take a picture so you always remember - !" He said as he shoved his watch hand into his hair.

That was when her smile finally slipped and her eyes went to the ground. He wanted to laugh, he _should_ have laughed, but… "Fine! No pictures, but - "

"I don't care about the picture, Doofus," the girl said as she reached out with her free hand and brushed it over the Omnitrix. "I just wish…"

'Wish what?" Ben asked as he fought down the urge to yank the watch away. He would have if it was anyone else. Anyone who he wasn't sure would get hurt if he did like Aunt Natalie, but it wasn't. It was Gwen and she earned…

Gwen shook her head before she let her hand and her voice both drop. "I just wish Grandpa gave me something like that."

Ben looked down at the watch. "You - you what? What about your spell - "

"Yeah. I guess. It's just… It's always in my backpack or in the Rustbucket and it's just not…" she let out a breath as her shoulders slumped and she shook her head. "Never mind, it's stupid."

"Yeah, its - " Ben started as he stared at her and then the Omnitrix. "No. No, it's not." Not after all the times just looking at the thing made him feel better. How could a stupid _book_ ever compare?

How could _anything?_

He didn't know and it didn't seem to matter. Not to her. Not when she just grinned at him as grabbed up his hand and stood. "Now come on! We have all summer and we need _plans_!"

"Evil!" He shouted at her back as she yanked him off of his stool.

They made it all of a foot before her mom shouted out, "Gwendolyn, what did I - ?" And then that didn't matter either. Not when his parents and her dad came bursting in through the front door. There was so much noise then. Noise and tears and hugs that only got worse when her grandparents joined in a moment later.

Somehow they ended up on their stools again as her grandmother rushed for the kitchen and his mom rushed for hers and the two women hugged like the last five years never happened.

It didn't make any _sense._ None of it did, not since before summer even started and Ben was tired of trying to figure _any_ of it out. He even let the Walrus clap him on the shoulder again and watched the man walk with her dad into the kitchen before he turned to the Dweeb who looked every bit as stunned and whispered the word, "Fireworks?"

She turned and beamed at him even as she reached down and took his hand again. "They fill the whole sky! It's been _years_ since I've been home to see them, but - " There were more words after that, and she waved her free hand into the air like she was casting a spell, but he didn't listen. Not after she squeezed his hand like -

He didn't _know._

Maybe it felt weird because it was Gwen, and she was always pulling stunts like this. He should shove her off of him, but that would be work, and trouble, and someone would yell at him again and Ben was just...tired. And it wasn't bad. Weird, yeah, but not bad.

Besides it was the fourth of July, and half the summer was gone, and maybe Gwen was right. That the second half could still be okay.

*"Hey...Gwen?" He heard his voice say softly into her spiel and her head dropped in surprise as her face flushed. "H...Happy Fourth of July." Her green eyes got so big as she blinked at that, and just when he was _sure_ it was the dumbest thing he ever said she smiled like he'd never seen her smile before.

His face burned at the sight of it. When he looked away from her and caught his dad watching them from over by the couch before he turned back because he couldn't let go of her hand.

Like she would _let_ him.

Nothing and nobody made any sense anymore. Especially not _her,_ but maybe that wasn't all bad. Besides, he was a hero. Normal was _boring_ and that was the one thing his dweeb never was, but he still threw a piece of bacon at her the second her grandmother set a plate of it down in front of them just to make her yell, "Ben!" one more time.

And so he could laugh as she caught it out of the air and ate it with a satisfied smirk, all without letting go of his hand. Maybe they weren't going to kick a lot of bad guy butt like he hoped or see all the things he wanted to while Grandpa was... but at least she'd be bored with him.

"Yeah, maybe this summer can still rock," Ben said as he grabbed up another piece of bacon and shoved it into his mouth. He didn't think he said it loud enough for her to hear, but it was Gwen and he couldn't hide anything from her. Nothing but the weird feeling he got as she squeezed his hand and smiled at him again.

That, and the question that came with it; if he wanted that feeling to go away, or if he wanted to keep having it, but he had plenty of time to figure it out.

\- o - o - o - o - o -

**Erico Omake**

**They (Mostly) Come Out at Night -** _The nice thing about working the graveyard shift, Deke Jameson thought, was that basically nobody bothered him. It was boring. He liked boring. Except tonight, it wasn't. Tonight, a huge red alien with four arms in a white striped T-Shirt walked up to buy a smoothie. Tonight, his life changed._

This is the epilogue to their first year and it brings the fluffiness as it shows how becoming heroes has changed them and the world around them. I can't recommend it enough and you can find it at: <https://www.fanfiction.net/s/13386146/1/Little-Moment-They-Mostly-Come-Out-At-Night>

I hope you all enjoy reading it just as much as I do and leave reviews! They're the coin of the realm.

\- o - o - o - o - o -

**Author's Notes**

1\. This story has gotten a bit bigger than I thought it would and the end of their first year seems like a good time to take a break so I can work on their second. I'm not sure how long it will be, but when I come back I'll be posting be weekly again right up till the end of Little Moments. Once again, there will be new chapters, including Christmas and their 12th birthday party and more of Max vs the Highbreed and it all starts when the Principal calls Gwen into her office because there's a new girl who needs someone to show her around.

2\.  Finally I want to thank everyone who has been with me so far. I know that a reboot was a lot to ask, but I'm so glad that you took the chance. I especially want to thank everyone who has left a review. I read them all and I'm really grateful for everyone who took the time. I did my best to reply to them all, too, but if I didn't it was just because I didn't know what to say.

Thank you, and Little Moments will be back!

But first a digression because the kids really do need to start Kindergarten...


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